Case: 4:23-cv-00093 Doc.

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UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF MISSOURI
EASTERN DIVISION

CIGNA CORPORATION, )
)
Plaintiff, ) Case No: ______________
)
vs. )
) JURY TRIAL DEMANDED
AMY BRICKER and )
CVS HEALTH CORPORATION, )
)
Defendants. )

COMPLAINT

Plaintiff, Cigna Corporation, by and through its attorneys, brings this Complaint seeking

injunctive relief and money damages as follows:

INTRODUCTION

Plaintiff Cigna Corporation (“Cigna” or “Plaintiff”) brings this action against Defendant

Amy Bricker (“Bricker”), a former senior executive leader of Cigna’s wholly owned subsidiary,

Evernorth Health, Inc. d/b/a Evernorth Health Services (“Evernorth”). The agreement Bricker

signed prohibits her from working for any Cigna competitor, an agreement Cigna reserves for only

its most senior executive leaders. Cigna employs more than 70,000 people company-wide, but

only 16 active employees are bound by this non-competition agreement. Bricker, as one of the top

15 highest paid employees, was one of those very select few top-level executives. Despite holding

a high-level executive role, and despite being fully aware that she had signed the non-competition

agreement, and despite accepting a huge increase in compensation and extensive equity

participation in exchange for signing the agreement, Bricker recently resigned from her senior

leadership position with Cigna to become a member of the Executive Leadership team at Cigna’s

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chief competitor, Defendant CVS Health Corporation (“CVS”). This, of course, is a direct

violation of her contractual non-competition restrictions, and she is doing so in a role that would

inevitably require her to use and disclose Cigna’s confidential and trade secret business

information for the benefit of her new employer.

In her role at Evernorth, Bricker reported directly to Evernorth’s CEO and was privy to the

business’s most highly sensitive information relating to supply chain, product development plans,

strategic direction, enterprise-wide initiatives, sales strategy, and client and health plan

relationships. Bricker also had responsibility for preparing and contributing to Cigna’s proposals

to obtain business for which CVS was competing, including a successful pitch in October 2022 to

secure the PBM business of Centene Corporation, a client previously serviced by CVS that

represents 20 million consumers and billions of dollars in revenue. As a result of the successful

bid, Cigna provided Bricker with a high six-figure spot bonus. If Bricker were to be permitted to

accept her position with CVS, she would be responsible for developing products and services in

direct competition with Evernorth and the broader Cigna enterprise.

Cigna will be immediately and irreparably harmed if Defendant Bricker is permitted to

commence her new position with CVS. Accordingly, Cigna seeks temporary, preliminary, and

permanent injunctive relief to hold Bricker to her contractual obligations and to prevent

Defendants from misusing Cigna’s trade secrets and confidential information. Cigna also seeks

damages based on Bricker’s conduct in violation of her legal obligations, and CVS’s tortious

interference with same. In support of the foregoing, Cigna asserts as follows:

PARTIES

1. Cigna Corporation is a corporation incorporated in the State of Delaware with

headquarters and principal place of business at 900 Cottage Grove Road, Bloomfield, CT 06002.

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2. Bricker is an adult citizen and resident of Missouri. Bricker was employed by

Cigna’s wholly owned subsidiary, Cigna Management Company, LLC in St. Louis, Missouri until

she voluntarily resigned on January 10, 2023. Her last day of employment with Cigna is February

3, 2023. Cigna Management Company, LLC is the corporate entity that employs the highest-level

enterprise leaders within Cigna.

3. CVS Health Corporation is a corporation incorporated in the State of Rhode Island

with its principal place of business in Woonsocket, Rhode Island.

JURISDICTION AND VENUE

4. This Court has federal question jurisdiction pursuant to 28 U.S.C. § 1331 because

this action includes claims arising under the laws of the United States, specifically, the U.S.

Computer Fraud & Abuse Act (“CFAA”), 18 U.S.C. §1030, et seq. The Court has supplemental

jurisdiction over the breach of contract and other state law claims herein pursuant to 28 U.S.C.

§1367 because the claims are so related to the CFAA claim for which this Court has original

jurisdiction that they form part of the same controversy.

5. This Court has personal jurisdiction over Defendant Bricker because Bricker

is a resident of the State of Missouri.

6. This Court has personal jurisdiction over Defendant CVS because CVS

transacts business and owns and/or possesses real estate in the State of Missouri.

7. Venue is proper in this District pursuant to 28 U.S.C. § 1391(b)(1) & (2) because

Plaintiff, through its wholly owned subsidiary Evernorth, is located this District, and the events

giving rise to the claims in this action occurred in substantial part in this District.

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ALLEGATIONS COMMON TO ALL COUNTS

The Relationship Among Cigna, Evernorth, and Express Scripts

8. Cigna is a global health services conglomerate that works with employers and

organizations around the world to develop innovative programs, help individuals and families

improve their health, and lower medical costs.

9. Through its Evernorth brand, Cigna sells a vast array of health services, including

pharmacy benefit management, medical benefit management, care solutions, and data and analytics

services. Evernorth’s pharmacy benefit manager, Express Scripts PBM, is the single largest

business unit by revenue within both Evernorth and the broader Cigna enterprise.

10. As a PBM, Express Scripts manages prescription drug benefits programs on behalf

of employers, federal agencies, public sector entities, unions, health plans, including commercial

Medicare, and Medicaid, the military, and wholesale entities, such as Amazon Pharmacy, by way

of example. Express Scripts offers a variety of services and programs to these various entities.

The PBM industry is highly competitive, and there are many PBMs from which clients can choose

to contract for PBM services.

11. Express Scripts is able to offer lower-cost prescription drug benefits to clients in

part because of the rebates it receives from drug manufacturers. Express Scripts has devoted

substantial resources to the development of its drug formularies, as well as its drug manufacturer

rebate contracting process and considers the processes, considerations, analytics, negotiating

strategies and other strategic tools to be highly confidential and closely protected trade secrets.

12. Express Scripts’ bid solicitations to drug manufacturers, the manufacturers’

responses, Express Scripts’ strategy (including considerations of and decisions on the bids), and

Express Scripts’ rebate agreements are highly confidential and competitive documents and trade

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secrets. These include processes, as well as commercial and financial terms that Express Scripts

diligently protects to maintain as confidential.

13. Disclosure of this information to Express Scripts’ competitors would harm Express

Scripts commercially, because a significant part of Express Scripts’ competitive advantage is its

ability to provide its clients with superior economic value and cost savings; if Express Scripts’

competitors had access to this information, they could use it to their advantage in their own

negotiations with manufacturers in ways to undercut the agreements negotiated by Express Scripts.

14. Express Scripts is part of the Evernorth family of companies, but Evernorth itself

is more than a PBM business. Evernorth directly impacts consumers by delivering innovative and

flexible solutions for health plans, employers, and government programs through its component

businesses, including Express Scripts, Accredo, eviCore, and MDLIVE. These businesses, in

addition to Express Scripts, include a specialty pharmaceutical and home infusion provider, a

medical benefits management company, a telemedicine company, as well as behavioral health,

musculoskeletal, primary home care, and direct health services, among other things.

15. Evernorth represents Cigna’s entire health services and solutions business. Since

its launch in 2020, Evernorth has aspired and worked toward bringing together Cigna’s vast array

of health services capabilities in pharmacy solutions, benefits management, care solutions, and

data and analytics to coordinate services and provide comprehensive solutions for its clients,

customers, and patients.

Bricker Was A Senior Leader Who Obtained and Developed

Critical Enterprise-Wide Strategic and Competitively Sensitive Information

16. Defendant Bricker joined Express Scripts in 2010 and held various leadership roles

in pharmacy network management, supply chain economics, and supply chain product.

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17. Bricker has been a key thought leader and spokesperson involved in both the launch

and strategic direction of Evernorth and its various components since Evernorth was first brought

to market in September 2020.

18. Indeed, after Cigna’s acquisition of Express Scripts in 2018, Bricker was rapidly

promoted from Senior Vice President, Supply Chain, to her current role as President of Express

Scripts, effective December 21, 2020, at which time she received a very significant increase in

compensation and benefits, nearly doubling her overall compensation opportunity, which was

already in the seven-figure range.

19. In her position as President of Express Scripts, Bricker was responsible for leading

all aspects of Cigna’s PBM business, including client relationships, supply chain, and drug

procurement. In addition, the Vice President of Evernorth Product Strategy reported to one of

Bricker’s direct reports, making Bricker ultimately responsible for understanding and coordinating

product strategy not just within the PBM, but throughout Evernorth as a whole.

20. Bricker also served as the most senior member of Evernorth’s Senior Leadership

Team, actively collaborating with Evernorth’s other business teams, and guiding all aspects of

Evernorth’s strategic direction, financial performance, growth, and long-term vision. In addition,

Bricker attended a number of meetings with prospective clients in which PBM services were

pitched alongside the health products developed and sold by Evernorth’s care delivery business

unit.

21. Bricker was a highly visible and influential leader of the company. Bricker

regularly gave presentations, including to Cigna’s Board of Directors, and made public

appearances on behalf of the entire enterprise, including before investors and before Congress.

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22. As the President of Express Scripts and the most senior member of Evernorth’s

Senior Leadership Team, Bricker has, among other things:

(a) played a key leadership role in all of Cigna’s client relationships across

Evernorth, including several health plan relationships, in addition to the

Cigna Health Plan;

(b) worked on strategy and assembly of care products and solutions, including

product and solutions aimed at specific consumers;

(c) had visibility into the financial results and strategic direction of Cigna

Healthcare;

(d) taken on several enterprise-wide initiatives, cutting across both Evernorth

and Cigna’s Healthcare lines of business.

23. Bricker has been immersed in, and obtained intimate knowledge of, Evernorth’s

and Cigna’s confidential business information at the highest level.

24. As such, the information to which Bricker was privy was not limited to PBM—it

included all aspects of Evernorth’s business. This includes information relating to Evernorth’s

plans for product development and innovation, as well as supply chain information, financial

performance of various business units, business projections and strategic plans, renewal pipelines,

new business opportunities, expense reduction strategies, personnel management information,

clinical approaches, the structure of client partnerships, the combination of ancillary products and

services offered by Evernorth, the structure of account management teams, and the methodology

and strategies employed by Cigna with respect to network contracting, earnings, profitability, and

portfolio management.

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25. By virtue of her leadership position, Bricker participated in or led a number of

initiatives that spanned Evernorth and/or the broader Cigna enterprise, including:

(a) Serving as a member of the Total Cost of Care (TCC) Executive Committee,

the work of which related to affordability in the context of Cigna

Healthcare;

(b) Leading the Cigna Patient Assurance Program;

(c) Leading the Cigna enterprise response to Dobbs v. Jackson Women’s Health

Organization and associated impact on pharmacy and medical benefits; and

(d) Representing Cigna in proceedings with the Federal Trade Commission and

Cigna’s COVID-19 response client initiative.

26. Bricker obtained confidential information through data circulated to her in her role

as President of Express Scripts, as well as through regular meetings with Evernorth’s business

leaders.

27. Specifically, Bricker participated in a collaborative Evernorth leadership team that

has convened weekly for Senior Leadership Team meetings with the CEO of Evernorth, monthly

to discuss Evernorth’s financials across business units, in-person for a full day once a month, and

quarterly for extended meetings, including relating to core business reviews across Evernorth

businesses, and as needed to review key strategic information and drive decisions regarding

Evernorth’s suite of products and services.

28. Bricker’s role for Cigna was not only in an internal management capacity. Her role

was also client-facing, as she was the face of the business and the key point of contact for numerous

clients. Bricker regularly interacted and communicated with Cigna’s clients and served as an

escalation point for many key client relationships.

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29. By way of example, Bricker served as the face of Evernorth at a 2022 conference

it hosted for clients, referred to as Outcomes +. As part of her formal remarks, Bricker emphasized

the interconnectivity of Evernorth’s various business units, stating, “If we’re going to reshape

healthcare, we must partner together. It’s why we brought all these best-in-class capabilities like,

MDLIVE, Express Scripts, eviCore, and Accredo together as ‘Evernorth.’”

30. Bricker also presented at Cigna’s Investor Day 2022 enterprise-wide presentation

to investors. Bricker was one of only seven speakers at the presentation, together with Cigna’s

CEO and CFO.

31. In addition, with Cigna’s support, Bricker assumed a position on the

Pharmaceutical Care Management Association (PCMA) that was previously held by the Evernorth

CEO.

32. Bricker also spoke on behalf of Cigna before Congress, testifying to the House

Committee on Energy and Commerce Subcommittee on Health in May 2019. During that

testimony, Bricker noted her various “leadership roles in pharmacy network management, supply

chain economics, and retail contracting strategy” at Express Scripts. She also noted that she was

“responsible for key relationships and strategic initiatives across the pharmaceutical supply chain”

and that her team had “responsibility for developing value-based contracts to improve

affordability, access, and care ….” See A. Bricker May 9, 2019, Testimony Before the House

Committee on Energy and Commerce Subcommittee on Health, attached hereto as Exhibit A.

33. During her testimony, Bricker also highlighted Cigna’s cross-enterprise

collaborative efforts to accelerate value-based care for patients through, for example, Cigna’s

efforts to deliver “[r]eal-time clinical alerts that reach physicians through electronic prescribing

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systems that turn data into actionable patient intelligence, helping people stay on their therapy

regimen and avoid dangerous drug-drug interactions.” Id.

34. Bricker was given the responsibility for speaking on behalf of Cigna due to the

magnitude of her role within Cigna: she was in the top tier of management, among only a select

group that had access to the most sensitive and valuable information at Cigna, across business

lines, and not limited to PBM.

35. Bricker was also a key contact for Cigna’s external consultants, with whom she

worked closely, including during the request for proposal (“RFP”) process for winning and

retaining business.

36. Bricker was a champion for collaboration and connecting coordinated services

across Evernorth’s business portfolio to provide better service and to facilitate coordination of care

management and care delivery solutions. Indeed, she collaborated in the development of

coordinated offerings among business units for purposes of multiple RFPs.

37. Bricker was a member of the Evernorth pricing committee, which assembled to

review and approve the terms offered on all of Evernorth’s major RFPs. Bricker was the highest-

ranking member of the committee, in that Evernorth’s CEO was not a member. As part of this

committee, Bricker had visibility into all offers Evernorth would make. This included visibility

into the economics of other parts of the Evernorth business, in addition to PBM. Bricker was

involved, for example, in steering budget allocation decisions across Evernorth’s businesses,

providing input regarding the allocation of funds not only with respect to Express Scripts, but also

among the entire family of Evernorth companies.

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Bricker Received Lucrative Stock Grants in

Exchange for Entering Restrictive Covenants

38. In connection with her employment and her professional advancement with Cigna,

beginning in 2019, following Cigna’s acquisition of Express Scripts in late 2018, Bricker was

provided with the opportunity to participate in various equity plans with Cigna, through which

Cigna granted her the option to purchase certain numbers of shares of Cigna Common Stock

pursuant to specified terms and conditions.

39. As a condition of participating in each of these plans, year over year Bricker agreed

to abide by a series of post-employment restrictive covenants designed to protect Cigna’s

confidential business information, goodwill, and relationships with its customers, providers, and

key employees.

40. Most recently, in 2022, Bricker received grants and entered into the 2022 Restricted

Stock Grant Agreement, attached hereto as Exhibit B, the 2022 Nonqualified Stock Option Grant

Agreement, attached hereto as Exhibit C, and the 2022 Strategic Performance Share Grant

Agreement, attached hereto as Exhibit D.

41. In addition to the foregoing agreements entered into by Bricker, Bricker also

participated in Cigna’s Restricted Stock Grant plan, Cigna’s Nonqualified Stock Option Grant

plan, and Cigna’s Strategic Share Grant plan in 2019, 2020 and 2021. Copies of these agreements

are attached hereto as Exhibits E through M.

42. Beginning in 2020, each of these agreements conditioned the grants upon Bricker’s

acceptance of, and compliance with, restrictive covenants contained in a separate agreement. See

Exhs. B, C, E, F, H and I, at par. 7(a)(2); and Exh. D, G, and J at par. 8(a)(2).

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43. In that agreement, Cigna’s Confidentiality, Non-Competition and Non-Solicitation

Agreement (the “Covenant Agreement”), which Bricker signed in each year beginning in 2020,

Bricker agreed to certain restrictive covenant obligations, which included the following non-

competition restriction:

(a) Employee agrees that during the Restricted Period and in any Restricted
Area, Employee shall not, directly or indirectly by assisting, provide services to a
Competitor of the Company. Employee’s agreement not to provide such services to a
Competitor applies regardless of whether Employee does so as an employee, owner,
partner, principal, advisor, independent contractor, consultant, agent, officer, director,
investor, or shareholder. Notwithstanding the foregoing, Employee’s ownership of less than
1% of the outstanding shares of a publicly traded company that constitutes a Competitor
shall not be deemed to be providing services to such Competitor solely by virtue of owning
such shares.

(b) Employee agrees that during the Restricted Period, Employee shall not,
directly or indirectly, work on a Company account on behalf of a Customer or Business
Partner or serve as the representative of a Business Partner or Customer for such Business
Partner’s or Customer’s relationship with the Company.

See Bricker’s 2022 Covenant Agreement, attached hereto as Exhibit N, at Sec. 1.3 (emphasis

added).

44. The post-employment Restricted Period is the two-year period immediately

following the termination of Bricker’s employment, and the scope of the restriction is throughout

the United States. Specifically, the Restricted Area is defined to include:

(a)those states, districts and territories of the United States in which the
Company conducts its business;

(b) any other countries in which the Company conducts its business.

Id. at Sec. 1.9.

45. Bricker is one of fewer than 20 employees across the Cigna enterprise, out of over

70,000 company-wide, who are required to enter into to this version of the Covenant Agreement,

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including the two-year non-competition restriction that prohibits Bricker from directly or indirectly

providing services to a competitor of the Company.

46. As an E3 level employee of Cigna, Bricker is one of less than five individuals under

Cigna Corporation’s CEO’s direct reports with the prominence, business value, and enterprise

leadership levels to justify her inclusion among this select group.

47. In addition to the non-competition restrictions, Bricker also agreed to

confidentiality, non-disclosure, non-use obligations, contained in Section 1.1 of the 2022 Covenant

Agreement, Exh. N.

48. Bricker also agreed that Cigna would be irreparably harmed if she breached, or

threatened to breach, her non-competition obligations. Id. at Sec. 1.6.

49. The restrictions to which Bricker agreed are reasonable and necessary to protect

Cigna’s legitimate interests, including (a) trade secrets; (b) valuable confidential business

information that otherwise does not qualify as trade secrets; (c) substantial relationships with

Cigna’s customers, business partners, and/or employees; and (d) goodwill.

Bricker Rejects Enterprise Leadership Team Role at Cigna and Instead Resigns to Take a
National Leadership Role with CVS Health/Aetna—Cigna’s Largest Competitor

50. Bricker, who was already on Cigna’s Senior Leadership Team, was advised in the

Fall of 2022 and officially in January 2023 that she would be offered a position on Cigna’s

Executive Leadership Team, together with Evernorth’s CEO, the CEO of Cigna Corporation, and

the other highest-level executives across the enterprise. This role would have further expanded

Bricker’s formal responsibilities and accountabilities within the Evernorth business.

51. This followed a natural progression in the preceding years, during which Bricker

was groomed for one of the very top corporate executive positions at Cigna, having been given

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expansive responsibilities that included guiding spending allocation and strategic direction within

Evernorth, direct participation in meetings with Cigna’s Board of Directors, responsibility for

public-facing representation of Cigna on an enterprise-wide basis to employees, customers, and

investors, and responsibility for representing Cigna in testimony before Congress, among other

things.

52. Bricker declined the offer to join Cigna’s Executive Leadership Team, opting

instead to work for Cigna’s direct competitor, CVS, on its Executive Leadership Team.

53. Specifically, on January 10, 2023, Bricker provided Cigna with notice of her

resignation. She advised that she would be joining CVS as its Chief Product Officer, Consumer

Health.

54. According to CVS’s job description, a copy of which is attached as Exhibit O, in

this role Bricker would report directly to CVS’s Chief Executive Officer and lead a newly formed

product strategy and innovation function for consumer health products at CVS Health/Aetna.

55. Bricker’s role at CVS includes responsibility for development of an enterprise

product strategy and plans for consumers in the Aetna, retail (pharmacy), and health care delivery

businesses. Bricker’s job description explains that she will collaborate across business units,

including all facets of CVS’s business that compete with Cigna’s Evernorth business.

56. CVS meets the definition of a Competitor as defined in the restrictive covenants

that Bricker entered into with Cigna, and she is joining CVS within the restricted period defined

in her restrictive covenants. Indeed, it is hard to imagine a more clear and direct competitor of

Cigna than CVS.

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57. Accordingly, Bricker’s prospective employment with CVS constitutes a per se

violation of the non-compete restrictions in multiple agreements she signed with Cigna, which

strictly prohibit her from working for a competitor, regardless of the nature of her role.

58. Not only does Bricker’s planned role for CVS constitute a per se violation of her

contractual obligations, requiring no further analysis, but even if a role-specific analysis were

required (which it is not, pursuant to the plain terms of Bricker’s agreement with Cigna), Bricker’s

proposed role with CVS would still be competitive and would constitute a violation of her

contractual obligations.

59. Indeed, Bricker’s planned role with CVS will require her to perform many of the

same functions that she has been performing in her role as President, Express Scripts.

60. CVS’s job description for Chief Product Officer, Consumer Health provides that

the individual holding this position would be responsible to:

Develop enterprise product strategy and plans for consumers in the

Aetna, retail and health care delivery businesses with cross-cutting
capabilities that optimize their health and experiences. Launch go-
to-market product strategies that enable growth by enhancing
service to those customers.

- Enterprise Integrated Product Innovation, Design and

Development to serve consumers in the Aetna, retail and health
care delivery businesses.

- External Partnership Management in the Aetna, retail and health

care deliver businesses.

- Product Center of Excellence for Aetna, retail and health care

delivery businesses.

- Product Portfolio Management for financial performance,

profitability and expansion of services consumers in the Aetna,
retail and health care delivery businesses.

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- Product Insights related to expanding services to consumers in

the Aetna, retail and health care delivery businesses.

- Product Marketing for consumers in the Aetna, retail and health

care delivery businesses.

See Exh. O. Performance of these duties violates Bricker’s ongoing contractual obligations owed

to Cigna because this description precisely describes a function that Bricker has been performing

during the past two years, and also incorporates elements of her responsibilities for Express

Scripts, even prior to the launch of Evernorth.

61. CVS’s offer of employment to Bricker follows closely on the heels of Cigna’s

victory in securing a PBM contract with Centene, one of the largest Medicaid managed care

organizations in the United States.

62. Cigna won the Centene contract following a competitive bidding process. Before

Cigna secured Centene’s business, Centene’s PBM contract was managed by CVS. CVS

subsequently announced that the loss of Centene’s PBM contract, combined with another recent

event, would create a $2 billion decline in 2024 revenue.

63. Upon information and belief, Centene has approximately twenty million members,

who spend tens of billions of dollars annually on prescription drugs. Centene will be Express

Scripts’ largest single client.

64. Bricker, as President of Express Scripts for Cigna, was instrumental in developing

the competitive bid that Cigna presented to Centene, and Cigna awarded her a high six-figure spot

bonus as a result of her contribution.

65. Upon information and belief, CVS’s offer to Bricker represents a desperate effort

by CVS to retaliate for the loss of this business by poaching Cigna’s leader in developing

competitive bids for its Evernorth division—who also managed the most lucrative unit of

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Evernorth, and who is most knowledgeable about the strategy employed by Cigna in its bid to

Centene, as well as the strategies employed in other competitive bids for PBM services and

Evernorth’s business as a whole—in order to benefit from Bricker’s knowledge of Cigna’s

competitive bidding strategies to use them to attempt to reclaim CVS’s market share and to

competitively harm Evernorth’s business through unfairly competitive means. At the time of her

resignation, Bricker disclosed that she was contacted by CVS in the context of their effort to hire

a successor for the current Chief Executive Officer.

66. Bricker’s proposed role at CVS would not only breach her contractual obligations

to Cigna. Based on the vast scope of Bricker’s role, responsibilities, and access to information, as

a result of the work she engaged in with her peers at Evernorth, her knowledge of Cigna’s

enterprise-wide confidential, sensitive and proprietary information is deep and unquestionable.

The proposed role that Bricker accepted, and any role on CVS’s executive leadership team, would

create a situation where disclosure of Cigna’s confidential and trade secret information is

inevitable and unavoidable.

67. Sitting at the table with CVS’s CEO and other members of its Executive Leadership

Team, Bricker could not divorce from her mind the information she has gleaned as one of the most

senior leaders in the entire Cigna organization. It is impossible to imagine, for example, that she

could hold a position in which she is responsible for development of product strategy and plans

without considering her knowledge of the product development and strategic direction of one of

CVS’s primary competitors. Nor could she collaborate across CVS’s health care benefits,

delivery, and retail businesses – as specified in her job description – without relying on her

knowledge of how Evernorth combines ancillary products and services, or the methodology and

strategies employed by Cigna with respect to network contracting, earnings, profitability, or

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portfolio management. Bricker’s knowledge of Evernorth’s supply chain—how it is allocating

funds and resources across its businesses, its business projections, expense reduction strategies,

clinical approaches, and the structure of its client partnerships—would all be incalculably

beneficial to a direct competitor, and inevitably part of Bricker’s decision-making process as a

member of the Executive Leadership Team for CVS.

68. On January 13, 2023, Cigna’s counsel corresponded with CVS’s counsel regarding

Bricker’s resignation and prospective employment with CVS. Cigna advised CVS of Bricker’s

contractual obligations and how those obligations would be breached if CVS hired Bricker.

Counsel for Cigna and CVS thereafter engaged in efforts to resolve the dispute, but negotiations

reached an impasse on January 23, 2023, when CVS issued a press release publicly announcing

that Bricker had been hired into the position it had offered to her.

Bricker Engages In Suspicious and Concerning Conduct,

Including Destroying Data On Her Company-Issued Cellular Device

69. On January 10, 2023, the day she tendered notice of her resignation, Bricker

requested a list of “top clients” along with their email addresses.

70. Thereafter, Cigna cut off Bricker’s access to its network and data, and asked Bricker

not to return to the office, but to make herself available as needed for transition purposes.

71. On January 13, 2023, Cigna made arrangements with Bricker to collect her

company-issued devices prior to her last day of employment.

72. On January 24, 2023, Cigna security personnel went to Bricker’s home to collect

her company-issued iPhone. Bricker appeared surprised about having to turn in her phone and told

the Cigna security officer that she needed to get some numbers off the phone before handing it in.

73. Bricker subsequently returned the phone to the security personnel.

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74. Upon receiving Bricker’s iPhone, Cigna’s information technology specialists

noticed that the phone had undergone a factory reset.

75. Cigna conducted an investigation, which included a third-party forensic analysis of

the phone, and confirmed that the phone had been reset, effectively deleting all data on the phone.

76. Upon information and belief, Bricker intentionally and knowingly performed a

factory reset on the phone prior to turning it in, in an effort to delete all data on the phone. Bricker’s

destruction of this information and evidence was deliberate, willful, knowing, and performed

without authorization or permission from Cigna.

77. Upon information and belief, Bricker is responsible for the deletion of Cigna’s

confidential information, which was not authorized and was conducted by Bricker in secret.

The Threat Of Irreparable And Immediate Harm

Cigna Faces From Bricker’s Conduct

78. Bricker’s course of conduct violates the covenants that she entered into with Cigna

in exchange for lucrative equity participation opportunities, including but not limited to her

covenants not to compete for two years following the termination of her employment.

79. Bricker repeatedly agreed through multiple restrictive covenant agreements that if

she breached her ongoing obligation not to compete with Cigna, that Cigna would be irreparably

harmed.

80. Bricker’s conduct in planning to commence employment threatens Cigna with

immediate irreparable harm, and will continue to irreparably harm Cigna if such conduct is not

enjoined immediately. Cigna will suffer damage that is incalculable, by the actual and threatened

loss of business, clients, employees, and confidential information caused by Bricker’s employment

in a competitive position with a direct competitor in violation of her contractual obligations.

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81. The issuance of injunctive relief is necessary to protect Cigna’s legitimate business

interests and to preserve the integrity of restrictive covenant agreements entered into with

employees such as Bricker, whereas denial of injunctive relief will leave Cigna vulnerable to the

same or similar conduct from other employees.

Bricker’s Stock Repayment Obligations

82. By executing the Restricted Stock Grant Agreements discussed above, Bricker

further agreed that if she competed against Cigna in violation of paragraph 7(c)(2), solicited or

hired Cigna employees in violation of paragraph 7(c)(3), or solicited Cigna customers in violation

of paragraph 7(c)(4), she would immediately pay to Cigna the value she realized from any shares

that vested during the 12-month period preceding the date of any such violation. See Exhs. B, E,

H and K, at paragraph 8(b)-(c). The payment equals the number of shares that vest during that 12-

month period multiplied by the fair market value of those shares on their vesting date plus the total

amount of all dividends, if any, paid to Bricker on those shares through the date of payment. Id.

at paragraph 8(c). Bricker’s Restricted Stock Grant Agreements provide that Cigna would send

Bricker written notice and demand for payment and Bricker agreed to remit payment within 30

days of written notice. Id. at paragraph 8(d)(3).

83. Pursuant to Bricker’s 2019 Restricted Stock Grant Agreement, based on the total

number of shares and share price for shares that vested during the applicable period, the total value

of such shares was $74,323.

84. Pursuant to Bricker’s 2020 Restricted Stock Grant Agreement, based on the total

number of shares and share price for shares that vested during the applicable period, the total value

of such shares was $111,699.

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85. Pursuant to Bricker’s 2021 Restricted Stock Grant Agreement, based on the total

number of shares and share price for shares that vested during the applicable period, the total value

of such shares was $168,576.

86. By executing the Nonqualified Stock Option Grant Agreements discussed above,

Bricker agreed that if she competed against Cigna in violation of paragraph 7(c)(2), solicited or

hired Cigna employees in violation of paragraph 7(c)(3), or solicited Cigna customers in violation

of paragraph 7(c)(4), she would immediately make a payment to Cigna based on that part of the

option that she exercised within the 24-month period preceding the date of any such violation. See

Exhs. C, F, I, and L at paragraph 8(b)-(c). The payment equals the number of shares she acquired

when she exercised the option multiplied by the excess of (a) the fair market value on the date she

exercised the option over (b) the option price, plus the total amount of all dividends, if any, paid

on those shares through the date of payment. Id. at paragraph 8(c). Bricker’s Nonqualified Stock

Option Grant Agreements provide that Cigna would send Bricker written notice and demand for

payment and Bricker agreed to remit payment within 30 days of written notice. Id. at paragraph

8(d)(3).

87. Pursuant to Bricker’s 2019 Nonqualified Stock Option Grant Agreement, based on

the number of options granted, exercised, and sold during the applicable period, the total gain on

options exercised by Bricker was $360,910.

88. Pursuant to Bricker’s 2020 Nonqualified Stock Option Grant Agreement, based on

the number of options granted, exercised, and sold during the applicable period, the total gain on

options exercised by Bricker was $351,492.

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89. Pursuant to Bricker’s 2021 Nonqualified Stock Option Grant Agreement, based on

the number of options granted, exercised, and sold during the applicable period, the total gain on

options exercised by Bricker was $265,438.

90. By executing the Strategic Performance Share Grant Agreements discussed above,

Bricker agreed that if she competed against Cigna, solicited or hired Cigna employees, or solicited

Cigna customers, she would immediately make a payment to Cigna based on the value she realized

from any Performance Shares during the 12-month period prior to the date of termination. See

Exhs. D, G, H, and M, at paragraph 9(b)-(c). The payment equals the number of performance

shares paid during the applicable period, multiplied by the fair market value of the shares issued

on the payment date, plus the total amount of all dividends paid on those shares through the date

of payment. Id. at paragraph 9(c). Bricker’s Strategic Performance Share Grant Agreements

provide that Cigna would send Bricker written notice and demand for payment and Bricker agreed

to remit payment within 30 days of written notice. Id. at paragraph 9(d)(3).

91. Pursuant to Bricker’s 2019 Strategic Performance Share Grant Agreement, based

on the total number of shares and share price for shares issued during the applicable period, plus

dividends, the total value of such shares was $223,440.

92. Pursuant to paragraph 8(d)(3) of Bricker’s Restricted Stock Grant Agreements,

paragraph 8(d)(3) of Bricker’s Nonqualified Stock Option Grant Agreements, and paragraph

9(d)(3) of Bricker’s Strategic Performance Share Grant Agreements, Cigna sent written demand

for repayment to Bricker due to her violation of her contractual obligations. See Correspondence

dated January 26, 2023, attached hereto as Exhibit P.

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COUNT I
BREACH OF CONTRACT
(Against Bricker)

93. The allegations of the preceding paragraphs are incorporated herein by reference

with the same force and effect as if set forth in full below.

94. By virtue of Bricker accepting a position with a competitor in violation of her non-

competition obligations noted above, Bricker has breached -- or absent injunctive restraints

imminently will breach -- the terms of the restrictive covenants she agreed to in multiple contracts

with Cigna, which are attached as Exhs. B-M.

95. Upon information and belief, Bricker has further breached her contractual

obligations as she does not intend to pay the $1,555,879 that she owes to Cigna pursuant to the

2020, 2021 and 2022 Restricted Stock Grant Agreements and the 2020, 2021 and 2022 Restricted

Stock Grant Agreements.

96. Upon information and belief, and as Cigna expects to establish upon further

investigation and discovery, absent judicial intervention in the form of an injunction, Bricker will

be in violation of, and will continue to violate, her contractual obligations.

97. As a consequence of the foregoing, Cigna faces irreparable harm and damages in

an amount that is presently unascertainable, and of a nature that are incalculable, which absent

injunctive relief will be ongoing and continue unabated.

COUNT II
MISAPPROPRIATION OF TRADE SECRETS IN VIOLATION OF
THE MISSOURI UNIFORM TRADE SECRETS ACT (MUTSA)
(Against Defendants)

98. The allegations of the preceding paragraphs are incorporated herein by reference

with the same force and effect as if set forth in full below.

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99. Cigna possesses certain trade secrets and confidential information with which

Bricker is familiar, and which Bricker has a duty not to disclose or use outside of Cigna.

100. The information as described above derives independent economic value, actual

and potential, from not being generally known, and specifically from not being known to

competitors of Cigna who could profit from its use or disclosure.

101. Nor is the above-described information readily ascertainable by Cigna’s

competitors or other persons by proper means.

102. Cigna has taken reasonable and adequate measures under the circumstances to

maintain the secrecy of its confidential business information and trade secrets, including by

requiring high level and experienced personnel such as Bricker to abide by the terms of the

agreements described herein, as well as by implementing data security measures.

103. Bricker’s potential employment in the position described by CVS will result in the

inevitable disclosure of the confidential information and trade secrets of Cigna. Such disclosure

will benefit Bricker and CVS, and violates the Missouri Uniform Trade Secrets Act, R.S. Mo.

417.450, et seq.

104. Bricker’s decision to proceed with this position constitutes a willful disregard of

Cigna’s trade secret rights. By the very nature of the duties of Bricker’s new position at CVS, it is

impossible that she would not use or disclose her knowledge of Cigna’s trade secrets to the

detriment of Cigna. As such, the decision to proceed with this position constitutes a threatened

misappropriation of trade secrets.

105. Bricker’s conduct in proceeding with this position, and ignoring the concerns and

demands expressed by Cigna, constitutes willful and malicious misappropriation.

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106. As a consequence of the foregoing, Cigna faces irreparable harm and damages in

an amount that is presently unascertainable, and of a nature that are incalculable, which absent

injunctive relief will be ongoing and continue unabated.

COUNT III
TORTIOUS INTERFERENCE WITH CONTRACT
(Against CVS)

107. The allegations of the preceding paragraphs are incorporated herein by reference

with the same force and effect as if set forth in full below.

108. As detailed above, Bricker is subject to a number of valid and enforceable post-

employment restrictive covenants, including non-compete restrictions, with Cigna.

109. Defendant CVS has knowledge of Bricker’s contractual obligations, having

discussed the same with Cigna’s counsel on multiple occasions.

110. Despite knowledge of Bricker’s contractual obligations to Cigna, CVS aided and

induced Bricker to breach her non-competition restrictions by hiring Bricker in violation of her

covenants.

111. CVS has no privilege or justification for its interference in Cigna’s contractual

rights with its former employees.

112. As a consequence of the foregoing, Cigna faces irreparable harm and damages in

an amount that is presently unascertainable, and of a nature that are incalculable, which absent

injunctive relief will be ongoing and continue unabated.

COUNT IV
VIOLATION OF THE COMPUTER FRAUD AND ABUSE ACT, 18 U.S.C. § 1030, et seq.
(Against Bricker)

113. The allegations of the preceding paragraphs are incorporated herein by reference

with the same force and effect as if set forth in full below.

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114. Plaintiff brings this action under 18 U.S.C. § 1030(g) allowing any injured person

to maintain a civil action against the violator of 18 U.S.C. § 1030.

115. The company-issued cell phone device described in this Complaint is a “protected

computer” within the meaning of CFAA because it was used in or affecting interstate or foreign

commerce or communication and it was an electronic, magnetic, optical, electrochemical, or other

high speed data processing device performing logical, arithmetic, or storage functions, or a data

storage facility or communications facility directly related to or operating in conjunction with such

device.

116. Cigna did not authorize Bricker to damage or destroy Bricker’s company-issued

cell phone or any information or data contained on this device.

117. Nonetheless, after Bricker resigned from Cigna to work for and serve CVS, upon

information and belief, Bricker knowingly transmitting a code or command to wipe her company-

issued cell phone, a ‘protected computer’ which belonged to Cigna, thereby causing damage to and

destruction of the data thereon without the authorization of Cigna.

118. The Cigna information and data wrongfully wiped and deleted by Bricker resided

on a “protected computer.” This “protected computer” was used in interstate commerce and

communications, and it was a portal to and used to access the internet or other means of interstate

commerce and communications such as cell phone carrier networks.

119. By engaging in the foregoing conduct, Defendant Bricker violated CFAA

§1030(a)(5)(A), which states: “Whoever knowingly causes the transmission of a program,

information, code, or command, and as a result of such conduct, intentionally causes damage

without authorization, to a protected computer shall be punished as provided in subsection (c) of

this section.”

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120. As a result, Bricker caused Cigna damages and loss to Cigna’s computers in excess

of $5,000. This loss includes the cost to Cigna of responding to Bricker’s violation described

above, which consisted of her wiping and deleting all of the information on her company-issued,

“protected computer”; a damage assessment; the attempted restoration and recovery of unavailable

data and electronically stored information that resided on Cigna’s “protected computer” to the

condition it was in prior to Bricker’s violations; and the investigation of Cigna’s “protected

computer” and related systems following Bricker’s violation, which caused the impairment and

unavailability of the information and data that is alleged above.

121. As a consequence of the foregoing, Cigna has suffered and will continue to suffer

irreparable harm, loss and damage, the latter of which includes, but is not limited to, the impairment

to the integrity and availability of data and electronically stored information which belonged to

Cigna and resided on its computer, as alleged above, as well as other business damages, in an

amount to be determined at trial, which damages are ongoing and continue unabated at the time of

the filing of this Complaint.

COUNT V
COMMON LAW UNFAIR COMPETITION
(Against Defendants)

122. The allegations of the preceding paragraphs are incorporated herein by reference

with the same force and effect as if set forth in full below.

123. Defendants’ actions as specified above, including Bricker’s contractual breaches

and threatened misappropriation of Plaintiff’s trade secrets, constitute unfair competition with

Plaintiff by reason of Defendants’ use and disclosure thereof.

124. As a direct and proximate result of Defendants’ actions, Plaintiff has been damaged

and will continue to be damaged.

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125. Defendants’ conduct was willful, intentional and outrageous, evidencing evil

motive or reckless indifference to the rights of others.

COUNT VI
UNJUST ENRICHMENT
(Against Bricker)

126. The allegations of the preceding paragraphs are incorporated herein by reference

with the same force and effect as if set forth in full below.

127. Upon information and belief Bricker does not intend to make payment of the

$1,555,879 she owes pursuant to the 2019, 2020, 2021, and 2022 Restricted Stock Grant

Agreements, the 2019, 2020, 2021, and 2022 Nonqualified Stock Option Grant Agreements, and

the 2019-2022 Strategic Performance Share Grant Agreements.

128. By violating her contractual obligations and refusing to pay Cigna, Bricker has been

unjustly enriched by retaining $1,555,879, which she is not entitled to keep.

129. As a result of Bricker’s actions, Cigna has suffered and will continue to suffer

financial injury and harm to its detriment, and to the benefit and gain of Bricker, in the amount of

$1,555,879.

COUNT VII
CONVERSION
(Against Bricker)

130. The allegations of the preceding paragraphs are incorporated herein by reference

with the same force and effect as if set forth in full below.

131. Upon information and belief Bricker does not intend to make payment of the

$1,555,879 she owes pursuant to the 2019, 2020, 2021, and 2022 Restricted Stock Grant

Agreements, the 2019, 2020, 2021, and 2022 Nonqualified Stock Option Grant Agreements, and

the 2019-2022 Strategic Performance Share Grant Agreements.

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132. By violating her contractual obligations and refusing to pay Cigna, Bricker has

unlawfully exercised dominion and control over $1,555,879.

133. As a result of Bricker’s conversion, Cigna has suffered damages.

PRAYER FOR RELIEF

WHEREFORE, by virtue of the foregoing acts and conduct complained of above, Plaintiff

Cigna Corporation demands the following relief:

A. Temporary, preliminary and permanent injunctive relief against Defendants

Bricker and CVS for a period of twenty-four (24) months from the date of

Defendant Bricker’s termination of employment with Cigna prohibiting Bricker

from, directly or indirectly, and whether alone or in concert with others, doing any

of the following:

(1) Providing any services to, or for, CVS, or any other business or entity that

is engaged in a business similar to, or that competes with, the business of Cigna,

including specifically that Defendant Bricker shall not accept the position of

CVS’s Chief Product Officer, Consumer Health;

(2) Providing services to, or for, CVS, or any other business or entity that

competes with the business of Cigna, that will likely result in the disclosure of

Cigna’s confidential information to such business or use Cigna’s confidential

information on behalf of such business, including specifically that Defendant

Bricker shall not accept the position of CVS’s Chief Product Officer, Consumer

Health;

B. Compensatory damages in an amount to be proven at trial;

C. An award of exemplary damages as permitted by law;

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D. Costs and disbursements of this action, including reasonable attorneys’ fees and

expenses; as well as costs, damages, and computer forensic and related

investigation fees pursuant to the Computer Fraud and Abuse Act, 18 U.S.C. §

1030, et seq.; and

E. Such other and further relief as the Court may deem equitable and just.

DEMAND FOR JURY TRIAL

Pursuant to Rule 38(b) of the Federal Rules of Civil Procedure, Plaintiff demands a trial

by jury as to all issues so triable.

Dated: January 26, 2023 Respectfully submitted,

By: /s/ Randall Thompson

Randall Thompson
Husch Blackwell
Missouri Attorney ID No. 45581MO
190 Carondelet Plaza, Suite 600
St. Louis, MO 63105
Phone: 314.345.6453
Email: Randall.thompson@huschblackwell.com

ATTORNEYS FOR PLAINTIFF

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EXHIBIT A
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“Lowering Prescription Drug Prices: Deconstructing the Drug Supply Chain”

by

Amy Bricker, R.Ph.

Senior Vice President, Supply Chain
Express Scripts

Before the

House Committee on Energy and Commerce

Subcommittee on Health

May 9, 2019
 Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 33 of 231 PageID #: 33

Chairwoman Eshoo, Ranking Member Burgess, and members of the Subcommittee, thank you
for inviting me to testify at this hearing. I am Amy Bricker, R.Ph., Senior Vice President, Supply
Chain for Express Scripts.
I have had the privilege of working in the healthcare industry for most of my career. As a
registered pharmacist working in the retail pharmacy setting, I have seen first-hand the
opportunities we have to improve pharmacy care. Prior to joining Express Scripts, I served as
Regional Vice President of Account Management for Walgreens Health Services. During my ten
years at Express Scripts, I have held leadership roles in pharmacy network management, supply
chain economics, and retail contracting and strategy. As Senior Vice President, Supply Chain, I
am responsible for key relationships and strategic initiatives across the pharmaceutical supply
chain, including working with drug manufacturers and retail pharmacies to create value for
Express Scripts’ clients and keep medicine within reach for patients. My team also has
responsibility for developing value-based contracts to improve affordability, access, and care for
the complex and costly conditions many people face. Until recently, I had the honor of serving
on the Medicare Payment Advisory Commission (MedPAC).
I appreciate the opportunity to testify on the role Express Scripts plays in the supply chain and on
improving affordability and access to prescription drugs. Express Scripts helps more than 80
million Americans achieve better care at a lower cost, including those in health plans, union-
sponsored plans, state employee health plans, and public programs, including Medicare Part D
and Medicaid. We are proud to serve TRICARE, the health program for 9.4 million uniformed
service members, retirees, and their families, for more than 10 years. Express Scripts’ tools
include an innovative specialty pharmacy care model for costly and complex drugs; clinically-
based drug utilization reviews; clinically-based formulary management; medical and drug data
analysis; and specialized Therapeutic Resource Centers, with pharmacists specially trained to
serve patients with a range of conditions.
In December 2018, Cigna completed its combination with Express Scripts. Together, our
companies have industry-leading cost trend capabilities that are uniquely positioned to deliver
better care, expanded choice, and greater affordability. Our combined company’s 74,000
employees come to work every day to enhance the health, well-being, and peace of mind of the
more than 160 million customer relationships we serve globally.
Cigna is a global health services company; our subsidiaries are major providers of medical,
pharmacy, dental, disability, and related products and services in more than 30 countries and
jurisdictions around the world, including South Korea, China, India, the Middle East, and
Europe. Cigna is also the largest provider of expatriate benefits in the world. In the United
States, Cigna is one of the largest health services providers. We emphasize whole-person health
and clinical quality to deliver choice, affordability, and enhanced quality of life for our
customers and clients. Key enablers of our success are collaborative relationships with providers,
an emphasis on outcomes- and value-based reimbursement, robust patient support services, and
transparency tools for customers and clients to make informed decisions that address their
specific needs.

2
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We appreciate the opportunity to be a constructive participant in public policy discussions and to

contribute workable solutions to societal challenges in all of the countries, markets, and
jurisdictions in which we operate. The United States drives the most innovation in health
services. While innovation can yield life-changing new therapies and treatments, it often comes
with a high price tag, especially in the pharmaceutical sector.
At Cigna and Express Scripts, we strive to achieve better health, with greater choice,
affordability, and predictability. We do this by supporting our customers in maintaining their
health and partnering with physicians and other providers to provide coordinated, connected care
that is focused on delivering value aligned to clinical quality and evidence-based guidelines. We
challenge ourselves every day to accelerate solutions that enable access to new innovations and
price stability. We are already making good progress.
Pharmacy is the most frequently consumed aspect of health care for Americans. On average,
people use their pharmacy benefit 11 times a year, making it the most widely used benefit
employers and health plans offer. For some illnesses that once required surgery, prescription
drugs have emerged as an effective front-line option. However, prescription drug spending is
forecast to grow at 5.5 percent per year, on average, between 2018 and 2027.1 Over the past 10
years, the Consumer Price Index (CPI) has increased 15 percent.2 During that same period, the
prices for generic drugs have dropped by an average of 60 percent; conversely, these savings
have been subsumed by an astonishing 208 percent increase in the cost of branded drugs.3
Express Scripts’ solutions for driving lower drug spending and fostering the use of lower net cost
treatments are making medications more accessible for Americans. In 2018, Express Scripts’
clinical first approach returned $45 billion in savings to our clients – employers, health plans,
government programs, unions, and others.4 Because of our innovative solutions and approach to
pharmacy care, our clients achieved the lowest drug trend in 25 years, just 0.4 percent across
employer-sponsored plans. The average 30-day prescription cost our patients only 6 pennies
more than in 2017. Further, we delivered an unprecedented 0.3 percent decline in drug spending
across Medicare plans. All of this was accomplished in an environment where manufacturers
raised list prices by an average of 7.3 percent for traditional brand drugs and 7.1 percent for
specialty brand drugs. We secure discounts from manufacturers and pharmacies and guide
patients to effective, lower-cost therapies to achieve these results.
We deliver these results because we take a holistic approach to pharmacy care. We know there is
a lot that happens from the moment a person goes to their physician with a health issue, to when
a diagnosis is made, to when a prescription is written, and then ultimately filled. We are there,
every step of the way, to make sure patients get the care they need at a cost they, and their
employers and health plans, can afford. Our focus is clear: better care, greater choice, and lower
costs.

1 https://www.cms.gov/research-statistics-data-and-systems/statistics-trends-and-
reports/nationalhealthexpenddata/downloads/forecastsummary.pdf
2 https://www.statbureau.org/en/united-states/inflation
3 http://lab.express-scripts.com/lab/drug-trend-report/~/media/29f13dee4e7842d6881b7e034fc0916a.ashx
4 http://lab.express-scripts.com/lab/drug-trend-report/2018-drug-trend-report

3
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With that context as background, our statement today focuses on the following topics:
 Our efforts to drive improved affordability, predictability, and accelerate value-based
care for patients;
 The role of rebates in the prescription drug supply chain; and,
 Legislative and regulatory solutions to lower drug costs for patients.
Our Efforts to Drive Improved Affordability, Predictability, and Accelerate Value-Based
Care for Patients
We are at our best when there is competition in the marketplace. When there are multiple
therapies for a disease with similar clinical efficacy, we are able to leverage competition to drive
discounts for our clients and customers. Our approach begins by having independent panels of
healthcare professionals evaluate medicines (Pharmacy and Therapeutics Committee, or P&T
Committee), and once they have determined which are necessary for our members, we can then
negotiate with drug manufacturers to achieve lower net costs.
Express Scripts uses clinical expertise and scale to negotiate lower drug costs with drug
manufacturers, leveraging competition to help drive savings for clients, which include
employers, labor unions, health plans, the federal government, and states. These negotiations
serve to create competition in the market for prescription drugs, and the savings ultimately
benefit patients through lower premiums and reduced out-of-pocket costs. Additional savings are
realized when clients take advantage of Express Scripts’ clinical support services, which enable
individuals to lead healthier and more productive lives.
When it comes to prescription drugs, our goal is to achieve improved clinical outcomes at lower
costs. Express Scripts offers several innovative programs to help us achieve that goal:
 Our SafeGuardRxSM programs help our clients closely manage high-cost drug classes
through a holistic approach that combines clinical care with advanced analytics, and
patient engagement supported by technology. Through SafeGuardRx Solutions, we have
leveraged value-based arrangements to expand access and lower costs in some of the
most challenging therapy classes, including hepatitis C, high cholesterol, cancer,
inflammatory conditions, pulmonary conditions, and multiple sclerosis.
 One of our SafeGuardRx programs – The Diabetes Care Value Program – improves
pharmacy care while controlling plan costs for individuals with diabetes. Developed with
drug makers and launched in 2017, the program has reduced diabetes drug spending by
19 percent – a total savings of $42.6 million. The program combines specialized diabetes
pharmacy care with benefit strategies, such as utilization management and quality
pharmacy networks, and improved compliance with recommended treatment guidelines.
 Our National Preferred Flex Formulary is a unique approach that provides employers
and health plans with the flexibility to take advantage of the possibility of a drug
manufacturer choosing to lower the price of a drug by offering an authorized generic

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 Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 36 of 231 PageID #: 36

alternative. Should the manufacturer offer an authorized generic, that product can be
added to the formulary. In the end, we care most about the lowest net cost of a drug, not
the rebate. We welcome manufacturers lowering their list prices so that patients can have
greater access to medications.
 SmartShareRxSM offers employers and plan sponsors more flexibility in how they use
rebate savings. The program was established to share estimated rebate savings on eligible
medications to combat patients’ primary pain point: cost-sharing in the deductible phase.
However, the program has evolved to apply estimated rebate value to eligible
medications filled in all phases of the pharmacy benefit to reduce patients’ out-of-pocket
costs at the pharmacy counter. Despite the availability of point-of-sale rebate benefit
designs in the commercial market for years, we have had few employers and plan
sponsors take up this option. For more than 10 years, we have offered the option to
clients to provide rebate value at the point-of-sale.
 Inside RxSM is a prescription savings program launched in partnership with
manufacturers and retail pharmacies to expand affordable access to brand and generic
medications for patients with no insurance, high deductibles, or high out-of-pocket costs,
by offering discounts to these patients at the point-of-sale. Since the launch of the
program in May 2017, we have helped patients save an estimated $400 million.
Express Scripts builds solutions that are as unique as the clients and patients we serve, working
to partner across the health care ecosystem to uncover opportunities, take action, and deliver
better outcomes. Real-time clinical alerts that reach physicians through electronic prescribing
systems can turn data into actionable patient intelligence, helping people stay on their therapy
regimen and avoid dangerous drug-drug interactions. Express Scripts’ Real Time Prescription
Benefit, launched last November, helps to simplify the patient’s experience with his or her
prescriber and improve transparency of drug costs. We provide patient-specific information and
pricing information directly into the physician’s Electronic Health Record (EHR) within seconds.
Physicians using electronic prescribing can see the following information to inform prescribing
decisions:
 Alternative drugs and associated details, such as generic versus brand pricing;
 Coverage information, including electronic prior authorization requirements, step therapy
requirements, or quantity limits; and,
 The patient’s cost through each pharmacy dispensing channel: retail, home delivery or
specialty pharmacy.
By providing drug cost information and reconciling coverage issues at the point of prescribing,
we are mitigating confusion and pain points for patients at the pharmacy counter. These systems
are delivering measurable savings to patients at the pharmacy counter, while encouraging
providers and patients to communicate to make better-informed medication choices. Electronic
prior authorization capabilities are improving as well, eliminating hours of potential wait time for
prescribers and patients.

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Cigna and Express Scripts also directly provide patients real-time pricing information,
customized to their individual plans, via our websites and mobile apps, so patients can choose
the pharmacy that provides the most affordable dispensing option. Our innovations help better
inform patients of their cost sharing and treatment options, improving affordability and
predictability for patients.
As we look ahead to gene therapies, a growing category of high cost drugs, we are actively
developing new value-based payment models. For example, we have periodic payment
agreements with manufacturers that are structured as value-based contracts to reward efficacy.
Simply put, if a drug is working, the company gets a payment. If not, the payment stops.
Similarly, we have worked to develop “discontinuation” payment arrangements that require
payment to be returned if a patient does not see a benefit from the drug.
Express Scripts’ innovative pharmaceutical and pharmacy solutions position Cigna to offer even
greater value to our clients, public program partners, and patients. The combined company
integrates Express Scripts’ pharmacy benefit management with Cigna’s health care products and
services.
For example, over seven million Americans diagnosed with diabetes use insulin. For some
patients, the increasing price of insulin limits access and adherence. When Cigna and Express
Scripts announced the combination, we clearly stated we would improve choice, affordability,
and predictability. As discussed at the April 10th Oversight and Investigations Subcommittee
hearing on insulin, within the first 100 days of our combination we were able to launch a new
Patient Assurance Program which will bring additional affordability and predictability to
customers who rely on insulin to manage their diabetes. Furthering Cigna and Express Scripts’
respective historical efforts in diabetes disease management, the Patient Assurance Program
establishes a lower, fixed out-of-pocket cost for covered insulins, ensuring customers will pay no
more than $25 out-of-pocket when filling a 30-day insulin prescription at a retail pharmacy or
through home delivery. This is an early example of the accelerated change and innovation our
new company is positioned to drive in the financing and delivery of care.
The Role of Rebates in the Prescription Drug Supply Chain
As drug pricing strategies have evolved over time, drug makers have elected to offer discounts,
or rebates, rather than lower the price of their medicines in an effort to improve affordability.
Part of our job is to negotiate discounts, and then pass along the value so plans can offer lower
premiums and provide robust benefits.
Not all drugs are discounted. In fact, drug makers offer rebates on a relatively small number of
medicines. Approximately 90 percent of all prescriptions filled are generics. The remaining 10
percent are branded drugs, which represent 70 percent of the spending on prescription drugs. We
believe there are targeted solutions to address this 70 percent. We work to do this through
sophisticated, evidence-based negotiations for clinically equivalent therapies.
Solutions for driving lower drug spending and fostering the use of lower net cost treatments
often include negotiating discounts or rebates. The role of rebates in prescription drug pricing

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 Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 38 of 231 PageID #: 38

has been mischaracterized. Rebates are not the cause of increasing drug prices. Rebates are
discounts paid by drug manufacturers after a patient receives a manufacturer’s drug. In the
system today, rebates are used to reduce overall health care costs for consumers. Today,
employers and others use the value of discounts to help keep premiums affordable and lower out-
of-pocket costs.
Most drugs do not involve a rebate structure. For example, rebates are not typically offered for
generic medications, for drugs without market competition (i.e., sole-source brand drugs), or for
drugs administered by a physician. According to a study of drugs covered under Medicare Part D
by the actuarial firm Milliman, 81 percent of all drugs analyzed do not offer rebates and 64
percent of brand drugs analyzed do not offer rebates.5 Many sole-source, highly expensive
specialty drugs, like drugs to treat cancer, do not offer rebates and continue to be priced higher
and higher:
 In 2017, non-rebated drugs treating depression, high-cholesterol, infertility, and other
conditions all registered price increases of more than 15 percent.6 This means
beneficiaries who take these drugs will not benefit under the Department of Health and
Human Services’ (HHS) recently proposed rule reforming rebates in Medicare Part D and
Medicaid.
 List prices for oral oncology medications, which are not rebated or discounted to any
significant extent, doubled between 2011 and 2016, from $20 per unit to $40 per unit.7.
 The Milliman study found that on average, the highest cost drugs have the lowest
manufacturer rebates (as a percentage of gross drug cost), for brand drugs with rebates.
 Looking at the 39 oral oncology medications on the market in 2010, six experienced 100-
200 percent inflation between 2010 and 2016; one was greater than 300 percent and
another one was greater than 800 percent.8 Rebates are not available on these drugs, but
the manufacturers continue to increase list prices. Under HHS’s proposed rebate rule,
beneficiaries using non-preferred and specialty drugs would therefore see premiums
increase, and will not see a reduction in cost at the pharmacy counter.
Restricting or eliminating rebates does not assure improved affordability for patients or
taxpayers:
 A study by the actuarial firm Oliver Wyman found that rebates reduced overall costs in
Medicare Part D by $34.9 billion from 2014 to 2018, and eliminating rebates would have
driven Part D premiums higher by 52 percent in 2018 alone.9 From 2014 to 2018, the

5 Milliman, Prescription Drug Rebates and Part D Drug Costs. July 16, 2018. The Milliman analysis focused on approximately
1,300 drug and therapeutic class combinations, reflecting 97 percent of 2016 Part D gross drug spending.
6 Express Scripts, Let’s Talk About Rebates, May 15, 2018. http://lab.express-scripts.com/lab/insights/industry-updates/lets-talk-

about-rebates
7 Express Scripts, The Cost of Hope: 5 Things to Know about the Cost of Cancer Drugs. May 30, 2017. http://lab.express-

scripts.com/lab/insights/industry-updates/the-cost-of-hope-5-things-to-know-about-the-cost-of-cancer-drugs
8 http://lab.express-scripts.com/lab/insights/industry-updates/sharing-smarter
9 Oliver Wyman, Premium Impact of Removing Manufacturer Rebates From the Part D Program. July 2018.

https://www.pcmanet.org/wp-content/uploads/2018/07/OW-Part-D-Manufacturer-Rebate-Premium-Impact-FINAL.pdf

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national average Part D premium increased less than two percent per year. Manufacturer
rebates are one of the major contributors to holding premiums relatively flat over the last
five years.
 The Centers for Medicare and Medicaid Services’ (CMS) Office of the Actuary (OACT),
in reviewing HHS’s’ proposed rule addressing rebates estimates that Part D premiums
will increase by as much as 25 percent and that federal spending will increase by $196
billion over ten years.10
 The Congressional Budget Office (CBO) analysis of the proposed rule confirms these
estimates. The analysis finds that implementing the proposed rule will increase federal
spending by about $177 billion over ten years while increasing premiums for seniors. The
CBO also does not expect manufacturers to reduce list prices following implementation
of the rule.11
 Data released by CMS for 2019 Part D premiums, and national average plan bids, show a
negative trend for the first time in more than a decade.12 CMS cites drug manufacturer
and pharmacy price concessions as a factor driving lower costs.
 A Health Affairs analysis of the most recent National Health Expenditures prescription
drug forecast for 2017-2026 concluded that increased rebates “contributed to lower net
prices for many prescription drugs in recent years and are expected to have dampened
prescription drug spending growth in 2017.”13
In the Medicare Part D program, rebate savings are passed to Part D plan sponsors and are
responsible for saving enrollees and taxpayers billions of dollars each year since the Part D
program began. CMS requires Part D plan sponsors to show how they are using rebates to
deliver coverage to their members. All Part D plan sponsors must submit to CMS detailed annual
reporting of rebate amounts by drug and Part D plan. In addition to reporting individual drug
rebates, plan sponsors must also report to CMS how much of the rebate amounts were retained
by the pharmacy benefit manager (PBM) rather than being shared with the sponsor, rebate
guarantee amounts, rebate amounts reflected at the point-of-sale, third-party payer claim rebate
amounts, and any other rebate amounts not already reported. Not only are plan sponsors required
to report these rebate amounts to CMS, but they must also report what the rebates are for, such as
formulary or tier placement, market share targets, volume targets, inflation rebates, or rebate
guarantees. Finally, plan sponsors must report any administrative fees charged to
manufacturers.14

10
https://aspe.hhs.gov/system/files/pdf/260591/OACTProposedSafeHarborRegulationImpacts.pdf
11
https://www.cbo.gov/system/files/2019-05/55151-SupplementalMaterial.pdf
12 2019 Medicare Advantage ratebook and Prescription Drug rate information. https://www.cms.gov/Medicare/Health-

Plans/MedicareAdvtgSpecRateStats/Ratebooks-and-Supporting-Data-
Items/2019Rates.html?DLPage=1&DLEntries=10&DLSort=0&DLSortDir=descending
13 Health Affairs, National Health Expenditure Projections, 2017–26: Despite Uncertainty, Fundamentals Primarily Drive

Spending Growth. February 14, 2018. https://www.healthaffairs.org/doi/10.1377/hlthaff.2017.1655

14 Final Medicare Part D DIR Reporting Requirements for 2017. Accessed 3/4/19 at: https://www.cms.gov/Research-Statistics-

Data-and-Systems/Computer-Data-and-Systems/HPMS/HPMS-Memos-Archive-Weekly-Items/SysHPMS-Memo-2018-May-
30th.html

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In the commercial market, rebates are an effective tool that employers and health plans use to
generate more savings for prescription drugs. Employers and other plan sponsors that work with
Express Scripts choose how rebates are used. Some plan sponsors use them to lower premiums
and cost sharing, others choose to expand access, or provide discounts to consumers at the point-
of-sale. Nearly half of Express Scripts’ clients have opted for 100 percent pass-through of
rebates. Express Scripts passes approximately 95 percent of rebates, discounts, and price
reductions back to its core PBM commercial and health plan clients and their customers.
Express Scripts welcomes the opportunity to work with policymakers to bring down drug costs
for patients at the pharmacy counter. There are a number of opportunities to address high list
prices and patient exposure at the pharmacy counter that address competition, access to generics,
and benefit designs. However, legislative or regulatory efforts to eliminate or restrict the ability
of plan sponsors or PBMs to negotiate lower overall costs will lead to higher drug prices not only
for Medicare beneficiaries and taxpayers, but also for millions of individuals who access health
benefits through their employers.
We believe there are more direct and effective ways to deliver relief to patients most in need
without disrupting coverage for millions. For example, in addition to the policy opportunities
discussed later, we believe a better way to address patient out-of-pocket costs is to allow payers
and their PBMs to use the power of benefit designs to limit beneficiary exposure while ensuring
payers continue to have all of the tools at their disposal to negotiate lower costs. For individuals
in high-deductible health plans, this could include changes to the tax code to allow coverage of
chronic care treatments and other services pre-deductible, for example. Additionally, many have
discussed possible changes to the Medicare Part D benefit design to achieve lower patient out-of-
pocket costs, and Cigna and Express Scripts welcome the opportunity to be a constructive
participant in those efforts for both Medicare Part D beneficiaries and patients in the commercial
market.
Legislative and Regulatory Solutions to Lower Drug Costs for Patients
We support efforts by Congress and the Administration to use market-based solutions that put
downward pressure on prescription drug prices through competition, consumer choice, and open
and responsible drug pricing. For example, last year we endorsed legislation championed by Rep.
Buddy Carter and others to ensure patients are told the lowest cost option available to them at the
pharmacy counter. We were pleased the legislation became law, and included a provision
authored by Rep. John Sarbanes and Rep. Bill Johnson to provide more transparency into so-
called “pay-for-delay” agreements that prevent biosimilar drugs from entering the marketplace.
Looking to the future, we believe efforts to address out-of-control drug pricing through
legislative and regulatory actions should include:
 Prioritizing reforms to lower costs and protect patient access in Medicare:
o Public programs must have the ability to leverage the commercial market’s
successful utilization management tools that lower costs while protecting patient
access. We support efforts to modify the six protected “classes of clinical

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concern” in Part D, where all or substantially all drugs in a class must be covered,
allowing drug manufacturers to name their price with little opportunity to
negotiate. CMS’s plan to only moderate the effect of protected classes—not
eliminate them—would save $2 billion over 10 years.
o There are also clear opportunities to achieve savings in the Medicare Part B
program, including introducing Part D utilization management tools into Part B
and potentially shifting some Part B drugs to Part D. Because of the complexity
involved with identifying the “candidate” drugs for moving into Part D, along
with assessing the consequences and impacts of doing so for both programs, we
strongly recommend CMS engage stakeholders through a work group-type
process where sample, de-identified data could be shared for mutual evaluation.
o We support efforts to ensure the MedPAC and the Medicaid and CHIP Payment
Advisory Commission (MACPAC) have access to aggregate, de-identified
information submitted currently by PBMs, Part D sponsors, and Medicare
Advantage plans to CMS. Legislation to address this issue was recently
introduced by several members of this Committee, including Rep. Buddy Carter,
Rep. Tom O’Halleran, Rep. Greg Gianforte, and Rep. Peter Welch. We applaud
the Committee for its recent passage.

 Advancing value-based arrangements in public programs:

o It is essential to bring the benefit of value-based payment to spending in public
programs. Such arrangements may involve outcomes-based payments that cannot
be determined until well after the plan year concludes. Changes to existing laws
and/or regulations would allow for such arrangements in all settings and help
improve the overall value of national spending for pharmaceuticals. The specific
changes Cigna and Express Scripts believe are needed include:
 Modifying Medicaid Best Price (MBP) rules to exclude outcomes-based
pharmaceutical contracts from inclusion in MBP calculations in certain
situations where failure to achieve a desired outcome leads a manufacturer
to refund the full (or majority) cost of the drug, or where payment is
contingent on the health outcomes of individual patients;
 Creating additional flexibility under the Anti-Kickback Statute (AKS) to
support value-based contracts and other innovative programs; and,
 Revising Part D regulations to explicitly permit and provide guidance for
how outcomes-based contracting should be accounted for in plan bids or
between plan sponsors when the outcome measurement period spans plan
years, or when outcomes can only be measured at the end of a plan year.

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 Advancing price transparency for patients and providers in public programs:

o We strongly support the concept of providing information about the price of
drugs, therapies, and the cost of care to beneficiaries and their providers as a
means of improving price transparency, educating consumers, and incentivizing
the efficient use of care throughout the health care system. We support efforts by
CMS to move toward a system in which Part D enrollees and their providers have
access to real-time benefit check and electronic prior authorization tools, while
ensuring an appropriate standardization and timeframes for implementation.
 Speeding generics and biosimilars to market:
o Enacting the Creating and Restoring Access to Equivalent Samples (CREATES)
Act, introduced by Rep. Peter Welch and Rep. David McKinley, among others,
which aims to lower drug prices by ending restricted access to samples by
manufacturers of brand-name drugs, and help to speed generics to market. We
applaud the Committee for its recent passage. According to the Congressional
Budget Office, its enactment would save $3.9 billion over 10 years. 15
o Prohibiting patent settlements that include so-called “pay-for-delay”
arrangements, which delay the availability of lower-cost generics and biosimilars.
Legislation to address these arrangements was recently introduced by Rep. Bobby
Rush, and we applaud the Committee for its recent passage. We hope Congress
will enact authority to block these anti-competitive agreements, removing barriers
to competition and expanding the availability of lower-cost generics and
biosimilars. According to a Federal Trade Commission (FTC) study, these
anticompetitive deals cost consumers and taxpayers $3.5 billion in higher drug
costs every year.16
o Encouraging the FDA to finalize guidance on biosimilar naming standards,
improve the efficiency of the biosimilar product development and approval
process, and develop effective communications tools to educate providers and
patients about the safety and efficacy of biosimilars.
o Preserving the ability of the Inter Partes Review (IPR) process at the U.S. Patent
and Trademark Office to invalidate patents that do not represent true innovation.
Legislative and regulatory efforts to weaken this process will extend patent
monopolies for pharmaceutical and biological products, resulting in higher prices
for patients.
o Considering changes to provisions included in the United States-Mexico-Canada
Agreement (USMCA) that would extend exclusivity for biological products in

15 https://www.cbo.gov/publication/55181
16
https://www.ftc.gov/news-events/media-resources/mergers-competition/pay-delay

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Mexico and Canada for ten years. These provisions will limit the ability of
Congress to address the 12-year exclusivity period for brand-name biologics.
 Stopping Orphan Drug Act abuses:
o Pharmaceutical manufacturers have been accused of abusing the Orphan Drug
Act, which was introduced to incentivize drug manufacturers to prioritize the
development of “orphan drugs,” drugs used to treat an illness or disease that
affects fewer than 200,000 people. We support efforts to ensure that this pathway
is used only for true orphan designation, and not, as some observers say, as a legal
cover to seek specious orphan drug designations.17
Thank you for the opportunity to be here today, and for the consideration of our views. We look
forward to working with you and others to improve the affordability and accessibility of
prescription drugs for all Americans. Many of the proposals highlighted in my testimony are
achievable if we work collaboratively, throughout the system, to overcome the challenges facing
public and private stakeholders, and the health of our nation.
I welcome the opportunity to discuss these issues with you and look forward to your questions.

17
https://khn.org/news/drugmakers-manipulate-orphan-drug-rules-to-create-prized-monopolies/

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EXHIBIT B
 Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 45 of 231 PageID #: 45

Cigna Corporation

Cigna Long-Term Incentive Plan: Restricted Stock Grant Agreement

Cigna Corporation (“Cigna”) has granted you the number of shares of restricted stock of Cigna set
forth below in this Restricted Stock Grant Agreement (“Restricted Stock Grant” or “Grant”) under
the Cigna Long-Term Incentive Plan (“Plan”). The date of your Restricted Stock Grant (“Grant
Date”) and the dates on which your Grant is scheduled to vest (“Vesting Dates”) are also indicated
below. The award is subject to the provisions of the Plan and the Terms and Conditions below.

The award of Shares pursuant to this Restricted Stock Grant is expressly conditioned on your
acceptance of the terms and conditions of this Grant and of the attached Confidentiality, Non-
Competition and Non-Solicitation Agreement (or, with respect to Cigna company employment in
California, the attached Confidentiality and Non-Solicitation Agreement) (as applicable, the
“Covenant Agreement”). You should carefully read all the terms and conditions of this Restricted
Stock Grant and the attached Covenant Agreement and be sure you understand what they say and
what your responsibilities and obligations are before you click on the ACCEPT button to
acknowledge and agree to this Grant.

If you are not willing to agree to all of the Grant and Covenant Agreement terms and conditions, do
not accept the Grant and do not click the ACCEPT button for the Restricted Stock Grant
Acknowledgment and Agreement. If you do not accept the Grant, you will not receive the benefits
of the Grant.

If you do click on the ACCEPT button, you are accepting and agreeing to all of the terms and
conditions of this Restricted Stock Grant and the Covenant Agreement, which include, among other
things, restrictive covenants such as non-competition, customer and employee non-solicitation and
non-disclosure provisions and litigation cooperation and intellectual property assignment and
assistance provisions.

Participant: AMY J BRICKER

Grant Type: RSA
Plan Name: Cigna Long-Term Incentive Plan

Grant Date: 02/23/2022

Total Granted: 2,038
Grant Price: $0.000000 (USD)

Vesting Schedule: Please refer to Appendix: Vesting Schedule on the last page
of this document

In addition to this Restricted Stock Grant and the attached Covenant Agreement, you should also
read the Plan Document and Key Contacts and Reference Materials document (attached to the
Plan) and indicate that you have done so and agree to the terms of all documents attached to this
Grant by checking the appropriate box in the online grant acceptance process. The Key Contacts
and Reference Materials document contains information on how to get important stock award
information (such as the Plan Prospectus, Tax Considerations and Cigna's Securities Transactions
and Insider Trading Policy) and whom to contact if you have questions.

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 Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 46 of 231 PageID #: 46

Please be aware that the Cigna Securities Transactions and Insider Trading Policy places
restrictions on your transactions in Cigna securities and requires certain Cigna employees to obtain
advance permission from the Corporate Secretary before executing transactions in Cigna securities.

If you have questions about your award, please contact Cigna Shareholder Services by email at
shareholderservices@cigna.com or by phone at 215.761.3516.

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 Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 47 of 231 PageID #: 47

Important Notice: Restricted Stock Grant and Covenant Agreement Acknowledgment and
Agreement

By clicking on the ACCEPT button, I:

Acknowledge and represent to Cigna that I have:

1. received the Restricted Stock Grant, the Terms and Conditions of the Restricted Stock
Grant and the Covenant Agreement;
2. read and understand their terms and conditions, which include, among other things,
restrictive covenants such as non-competition, customer and employee non-solicitation and
non-disclosure provisions and litigation cooperation and intellectual property assignment
and assistance provisions; and
3. received answers to any questions I had about the Grant, the Terms and Conditions of the
Grant and the Covenant Agreement and their respective terms and conditions, including the
applicable restrictive covenants.

Scroll down for the TERMS AND CONDITIONS of the Restricted Stock Grant.

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 Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 48 of 231 PageID #: 48

TERMS AND CONDITIONS OF YOUR 2022

RESTRICTED STOCK GRANT

These Terms and Conditions are an important part of your grant of Restricted Stock from Cigna
Corporation (Cigna). The terms of your Restricted Stock grant are in: (a) the electronic Restricted
Stock Grant Agreement above, (b) these Terms and Conditions, (c) the Covenant Agreement and
(d) the applicable Plan provisions.
Certain words in this document with first letters capitalized are defined in the Restricted Stock
Grant Agreement above, these Terms and Conditions or Article 2 of the Plan. This grant is void if
you are not an employee of Cigna or a Subsidiary (a Cigna company) on the Grant Date.

1. Restricted Stock; Restrictions

Shares of Restricted Stock (Shares) are regular shares of Cigna Common Stock, but they are
subject to certain Restrictions. The Restrictions are:
(a) You cannot sell or transfer the Shares to anyone during the Restricted Period; and
(b) Unless an exception applies or unless otherwise determined by the Committee or its
designee, you will forfeit (lose your right to) the Shares if you have a Termination during
the Restricted Period.
Article 7 of the Plan describes these Restrictions in more detail. In addition, you must also comply
with all the other terms and conditions of this grant and the Covenant Agreement.

2. Restricted Period; Vesting

The Restricted Period starts on the Grant Date and ends on the Vesting Date. The Restrictions on
the Shares will end (your Shares will vest) on the applicable Vesting Date only if you remain
continuously employed by a Cigna company from the Grant Date to the applicable Vesting Date
and comply with all the terms and conditions of this grant and the Covenant Agreement.
Your Shares will vest in accordance with the Vesting Schedule set forth on the Appendix to this
Restricted Stock Grant Agreement. Your vesting date may be earlier than the Vesting Date(s)
shown on the Appendix (see paragraph 3).

Unless otherwise determined by the Committee or its designee, your Shares will vest on the
applicable Vesting Date if you are on a leave of absence on such date.

3. Early or Continued Vesting

In certain situations your vesting date may be earlier than the Vesting Dates described in the
Appendix or your Shares will continue to vest after your Termination date:
(a) The Shares will vest upon your Termination if it is a Termination Upon a Change of
Control or is due to your death or Disability.
(b) The Shares may continue to vest following your Termination if:
(1) It is due to your Early Retirement or Retirement;
(2) The date of Termination due to your Early Retirement or Retirement is at least six
(6) months after the Grant Date, provided that this requirement may be waived by
(i) Cigna's Senior Human Resources Officer in certain limited and unanticipated

4
 Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 49 of 231 PageID #: 49

circumstances, or (ii) with respect to the CEO or any executive officer who is
subject to the requirements of Section 16(a) of the Exchange Act (“Executive
Officer”), the Committee;
(3) You will not be receiving severance pay from any Cigna company (whether under
any severance benefit plan or any contract, agreement or arrangement);
(4) You continue to comply with the terms and conditions of the Covenant Agreement
and any other restrictive covenant agreement(s) applicable to you during the
continued vesting period; and
(5) The Committee or its designee (including Cigna’s Senior Human Resources
Officer) approves the continued vesting before your Termination.
If you want to be considered for continued vesting when you retire, you should review the
“Ready to Retire” page on Iris for more information or contact Cigna Shareholder Services
(shareholderservices@Cigna.com) if you have questions. You must submit your
consideration request far enough in advance of your retirement so there is time to process
your request.

A Termination resulting from a Cigna divestiture, outsourcing or other business transaction

where you become employed by the buyer, vendor or other entity involved in the
transaction will not constitute a Retirement or Early Retirement under this paragraph 3(b).

(c) If your Termination is an Involuntary Termination, you will continue to vest in the Shares
for a period of twelve (12) months following the date of your Involuntary Termination as if
you had remained employed for such twelve (12) month period. For example, if the date
of your Involuntary Termination is June 1, 2022 you will vest in any Shares scheduled to
vest on or before June 1, 2023 on the otherwise scheduled Vesting Date.

The continued vesting described in this paragraph 3(c) is subject to (and contingent upon)
your ongoing compliance with the terms and conditions of the Covenant Agreement and
any other restrictive covenant agreement(s) applicable to you during the continued vesting
period.

A Termination resulting from a Cigna divestiture, outsourcing or other business transaction

where you become employed by the buyer, vendor or other entity involved in the
transaction will not constitute an Involuntary Termination under this paragraph 3(c).

(d) If approved by (1) Cigna's Senior Human Resources Officer or his or her designee, or (2)
the Committee (with respect to the CEO or any Executive Officer) before your
Termination, your Shares may continue to vest following your Termination if you (i)
continue to provide services to Cigna as a consultant or contractor, and (ii) continue to
comply with the terms and conditions of the Covenant Agreement and any other restrictive
covenant agreement(s) applicable to you during the continued vesting period.

The continued vesting period, if any, under this paragraph 3(d) shall be equal to the period
of your continued services to Cigna as a consultant or contractor.

(e) For avoidance of doubt, the continued vesting described in paragraphs 3(b), 3(c) and 3(d)
above is expressly subject to (and contingent upon) your ongoing compliance with the
Covenant Agreement and any other restrictive covenant agreement(s) applicable to you
during the continued vesting period. If a Violation (as defined below) occurs or is
discovered following your Termination, then, in addition to any other remedies available to
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Cigna under this Restricted Stock Grant or the Covenant Agreement, any then unvested
Shares shall be immediately and automatically forfeited.
4. Voting Rights; Dividends
(a) You have the right to vote the Shares. If you forfeit a Share, you will also forfeit the right
to vote the Share.
(b) You have the right to receive dividends on the Shares. Dividends paid on the Shares
during the Restricted Period will be held by Cigna. Subject to the forfeiture provisions of
paragraph 4(c), your right to receive accumulated dividends on a Share will vest on the
scheduled Vesting Date for the Share described in the Appendix (Scheduled Vesting Date).
Once a Share vests, your right to future dividends on the Share, and the method of
payment, will be the same as for any other Cigna shareholder.
(c) If you forfeit a Share, you will also forfeit the right to any accumulated and future
dividends related to the Share. Even if you do not forfeit a Share, you will forfeit the right
to any accumulated dividends on the Share if you have a Termination before the Scheduled
Vesting Date for a Share (even if the Share vests under paragraph 3).
(d) Vested accumulated dividends, less applicable taxes withheld, will be paid to you in a
lump sum within 70 days after the Scheduled Vesting Date. Cigna will not pay any interest
on the accumulated dividends.

5. Taxes at Vesting
When the Shares vest, you must satisfy any required tax withholding obligation. Cigna reserves
the right to withhold enough newly-vested Shares to cover all or part of any applicable tax
withholding. However, if section 83(b) of the U.S. Internal Revenue Code of 1986, as amended,
applies to you and you make a timely election under that provision, you must make an immediate
cash payment to satisfy any required tax withholding obligation.

6. Book-Entry Shares; Sale of Shares

(a) Cigna (or a custodian appointed by Cigna) will hold your Shares before and after vesting in
book-entry form in a Stock Account. That is, a record of your Share ownership will be
kept electronically.
(b) You may generally sell or transfer vested Shares at any time, but your right to sell the
Shares after they vest may be limited by Cigna. This right is subject to the terms of Cigna's
Securities Transactions and Insider Trading Policy, and Cigna reserves the right, for any
reason at any time, to suspend or delay action on any request you make to sell the Shares.

7. Conditions of Grant
(a) By accepting the grant, you are agreeing:
(1) to the Inventions provision in paragraph 7(b);
(2) to the restrictions contained in the attached Covenant Agreement and in paragraph
7(c)(2) below (such restrictions collectively, the “Promises”);
(3) to notify Cigna if you accept an offer to perform services for any individual or
entity while you are subject to the non-competition Promise under the Covenant
Agreement. Such notice shall be provided by email to noncompete@express-
scripts.com within 10 days of your acceptance of the offer and shall identify the
individual or entity and your anticipated start date;
(4) to disclose the terms of the Promises (including, without limitation, the Promises
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related to non-solicitation and non-competition) and the consequences of a

Violation to any individual or entity for whom you perform services during the
12 month period immediately following your Termination; and
(5) not to engage in any activity that would constitute a Violation (as defined below).

You understand and agree that the conditions of the grant set forth in this paragraph 7(a)
are a material part of the inducement for Cigna's granting you the Shares and essential pre-
conditions to your eligibility to exercise any rights associated with the Shares and retain
any benefit from the vesting of the Shares.
The award of Shares pursuant to this Restricted Stock Grant is expressly conditioned on
your acceptance of the terms and conditions of this Grant and of the attached Covenant
Agreement. If you decide to accept this Restricted Stock Grant, you are accepting and
agreeing to all of the terms and conditions of this Grant and of the attached Covenant
Agreement, which include, among other things, restrictive covenants such as non-
competition, customer and employee non-solicitation and non-disclosure provisions and
litigation cooperation and intellectual property assignment and assistance provisions.
You should review the terms of this Grant and the Covenant Agreement carefully to ensure
that you understand what they say and what your responsibilities and obligations are
before you click on the accept button to acknowledge and agree to this Grant.
(b) Inventions
(1) You hereby assign and promise to assign to Cigna companies or their designee, all
your right, title, and interest in and to any and all current and future Inventions. You
acknowledge that all original works of authorship which you make (whether alone or
jointly with others) within the scope of your Cigna company employment and which are
protectable by copyright are “works made for hire,” as defined in the United States
Copyright Act.
(2) You agree to (i) maintain and make available adequate current records, including
electronic records, notes, sketches and drawings, of all Inventions you make, and (ii)
disclose such Inventions in writing upon request. These records will remain the property of
Cigna companies.
(3) If in the course of your Cigna company employment, you incorporate a Prior
Invention into any Cigna company work product, you grant Cigna companies a
nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to use the Prior
Invention as part of or in connection with the work product. Within 45 days after the date
of this grant, you agree to notify Cigna Shareholder Services
(shareholderservices@Cigna.com) of any Prior Inventions that you are not assigning under
this paragraph 7(b).
(4) “Inventions” means any and all inventions, original works of authorship,
developments, concepts, sales methods, improvements, trade secrets, or similar intellectual
property, whether or not patentable or registrable under copyright or similar laws, that
relate to any Cigna company’s current or proposed business, work products or research and
development which you have or will solely or jointly conceive, develop, reduce to practice,
or fix during your Cigna company employment.
(5) “Prior Inventions” means all inventions, original works of authorship,
developments, concepts, sales methods, improvements, trade secrets or similar intellectual
property, whether or not patentable or registrable under copyright or similar laws, that
relate to any Cigna company’s current or proposed business, work products or research and
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 Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 52 of 231 PageID #: 52

development which you conceived, developed, reduced to practice or fixed before your
Cigna company employment and which belong to you.
(c) Violation
You will engage in a “Violation” if, directly or indirectly, you engage in any willful
misconduct as described in paragraph 7(c)(1) below, or you break any of the Promises.
(1) Willful Misconduct:
(A) You have a Termination initiated by a Cigna company because you
engaged in conduct that constitutes a gross violation of Cigna's Code of
Ethics and Principles of Conduct or other employment policies.
(B) You do anything else while an employee of any Cigna company that is not
discovered by the company until after your Termination and that would, if
you had still been employed at the time of the discovery, be reason for
your Termination for willful misconduct, as described above.
(2) Promise to Assist with Patent and Copyright Registrations:
(A) You Promise that, during your Cigna company employment and after your
Termination, you will assist Cigna companies, should they request and at
Cigna's expense, to secure their rights (including any copyrights, patents,
trademarks or other intellectual property rights) in or relating to the
Inventions in any and all countries, including by:
(i) disclosing to Cigna companies all pertinent information and data;
and
(ii) executing all applications, assignments or other instruments
necessary to apply for and obtain these rights and assign them to
Cigna companies.
8. Consequences of a Violation: Payment to Cigna
Important: This paragraph 8 is not Cigna's only remedy for a Violation. Cigna may seek any
additional legal or equitable remedy, including as described in the Covenant Agreement.
(a) You will immediately forfeit all unvested Shares if you engage in any Violation at any
time.
(b) You must immediately make the Payment described in paragraph 8(c) to Cigna in the
manner described in paragraph 8(d) if:
(1) You engage in a Violation of the non-competition or non-solicitation restrictions of
the Covenant Agreement; or
(2) You engage in a Violation described in paragraph 7(c)(1) (willful misconduct) or
any other Violation (e.g. you disclose Cigna company Confidential Information in
violation of the Covenant Agreement) at any time.
(c) “Payment” is the value you realize from any Shares that vest during the 12-month period
prior to the date of your Termination and thereafter. The Payment will equal:
(1) The number of Shares that vest during the applicable period;
multiplied by
(2) The Fair Market Value of those Shares on their Vesting Date;
plus
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(3) The total amount of all dividends, if any, paid to you on those Shares through the
date of the Payment.
(d) Cigna will recover the Payment from you by any means permitted by applicable law, at the
sole discretion of Cigna management, including but not limited to any or all of the
following methods:
(1) If you have any Shares in a Stock Account or in any other account in book-entry
form when a Violation occurs, Cigna will take back from you the whole number of
Shares that has a total Fair Market Value as of the date of the Violation up to, but
not more than, the Payment amount.
(2) Cigna will, to the extent permitted by applicable law, reduce:
(A) The amount of any payments that any Cigna company owes you for any
reason (including without limit any payments owed to you under any
nonqualified retirement, deferred compensation or other plan or
arrangement) by
(B) The Payment amount.
This reduction will not occur until the date a future payment to you is due.
(3) Cigna will send you a written notice and demand for all or part of any Payment
amount. Within 30 days after you receive that notice and demand, you must make
the Payment to Cigna.

(e) (1) If you were an Executive Officer at any time during the 24-month period before
the date of a Violation of the Covenant Agreement, the Committee will have the
sole discretion to waive your obligation to make all or any part of the Payment
(described in this paragraph 8) and to impose conditions on any waiver.
(2) If you are in Career Band 6 or higher on your Termination date but not subject to
paragraph 8(e)(1) above, Cigna's Restrictive Covenant Review Committee will
have the sole discretion to waive your obligation to make all or any part of the
Payment (described in this paragraph 8) and to impose conditions on any waiver.
(3) Otherwise, Cigna's Senior Human Resources Officer, or his or her designee, will
have the sole discretion to waive your obligation to make all or any part of the
Payment and to impose conditions on any waiver.
(4) Determinations of the Committee, the Restrictive Covenant Review Committee, or
Cigna's Senior Human Resources Officer (or his or her designee), will be final and
binding on all parties.

9. Consequences of a Violation: Designation of Cigna as Agent and Attorney-in-Fact for

Inventions
You agree that:
(a) If Cigna Companies are unable to obtain your signature on any instruments needed to
secure their rights in or relating to the Inventions pursuant to paragraph 7(c)(2)(A); then
(b) You hereby appoint Cigna companies and their duly authorized officers as your agents and
attorneys in fact to act for and on your behalf to execute and file any documents and take
other actions as may be necessary for Cigna companies to secure those rights.
10. Agreeing to Assume Risks

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Cigna, its stock plan administrator and its transfer agent will try to process your stock transaction
requests in a timely manner; however, Cigna makes no promises or guarantees to you relating to
the market price of the Shares or to the time it may take to act on your request to sell the Shares.
By accepting this Restricted Stock grant:
(a) You acknowledge that the action you request may not be completed until several days after
you submit it.
(b) You agree to assume the risks, including the risk that the market price of the Shares may
change, related to delays described in paragraph 10(a) between the time you ask for any
Shares to be sold and the time your Shares are actually sold.
11. Applicable Law
You understand and agree that, except as otherwise provided in the Covenant Agreement, the terms
and conditions of this Restricted Stock Grant and all determinations made under the Restricted
Stock Grant Agreement, the Plan, and these Terms and Conditions will be interpreted under the
laws of the State of Delaware, without regard to its conflict of laws rule.
For the avoidance of doubt, the terms and conditions of the Covenant Agreement and all
determinations made under the Covenant Agreement will be interpreted under applicable state law
as set forth in the Covenant Agreement.
12. Arbitration
Except as otherwise provided in the Covenant Agreement, if you have an agreement with Cigna to
arbitrate employment-related disputes, you agree to resolve any disputes relating to this Restricted
Stock Grant through arbitration.
13. Acceptance
If you disagree with any of these Terms and Conditions or the terms and conditions of the
Covenant Agreement, YOU MUST NOT ACCEPT THE RESTRICTED STOCK GRANT. If
you sign the Restricted Stock Grant or the Covenant Agreement, or acknowledge your acceptance
electronically or otherwise, you will be:
(a) Agreeing to all the terms and conditions of the Restricted Stock Grant and of the Covenant
Agreement, including the Inventions provision in paragraph 7(b) and all of the Promises;
(b) Warranting and representing to Cigna that you are, and will remain, in full compliance
with all applicable terms and conditions;
(c) Authorizing Cigna to recover the Payment described in paragraph 8 and to seek any other
available remedy pursuant to the Covenant Agreement, if you engage in a Violation; and

(d) Appointing Cigna as your agent and attorney-in-fact to secure rights with respect to
Inventions if unable to obtain your signature as described in paragraph 9.

2022 US RSG Grant Agreement including Terms and Conditions

M8N6U23A
03/11/2022 11:48 AM U.S. Eastern Standard Time
ACCEPTED

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Appendix: Vesting Schedule

Date Quantity
03/01/2023 679
03/01/2024 679
03/01/2025 680
Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 56 of 231 PageID #: 56

EXHIBIT C
 Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 57 of 231 PageID #: 57

Cigna Corporation

Cigna Long-Term Incentive Plan: Nonqualified Stock Option Grant Agreement

Cigna Corporation (“Cigna”) has granted you the option to purchase the number of shares of Cigna
Common Stock set forth below in this Option Grant Agreement (“Option Grant”) under the Cigna Long-
Term Incentive Plan (“Plan”). The date of your Option Grant (“Grant Date”), the dates on which your
Option Grant is scheduled to vest (“Vesting Dates”) and the date on which it is scheduled to expire
(“Expiration Date”) are also indicated below. The award is subject to the provisions of the Plan and the
Terms and Conditions below.

The award of Options pursuant to this Nonqualified Stock Option Grant is expressly conditioned on your
acceptance of the terms and conditions of this Option Grant and of the attached Confidentiality, Non-
Competition and Non-Solicitation Agreement (or, with respect to Cigna company employment in
California, the attached Confidentiality and Non-Solicitation Agreement) (as applicable, the “Covenant
Agreement”). You should carefully read all the terms and conditions of this Option Grant and the
attached Covenant Agreement and be sure you understand what they say and what your responsibilities
and obligations are before you click on the ACCEPT button to acknowledge and agree to this Option
Grant.

If you are not willing to agree to all of the Option Grant and Covenant Agreement terms and conditions,
do not accept the Option Grant and do not click the ACCEPT button for the Option Grant
Acknowledgment and Agreement. If you do not accept the Option Grant, you will not receive the
benefits of the Option Grant.

If you do click on the ACCEPT button, you are accepting and agreeing to all of the terms and
conditions of this Option Grant and the Covenant Agreement, which include, among other things,
restrictive covenants such as non-competition, customer and employee non-solicitation and non-
disclosure provisions and litigation cooperation and intellectual property assignment and assistance
provisions.

Participant: AMY J BRICKER

Grant Type: NQ
Plan Name: Cigna Long-Term Incentive Plan

Grant Date: 02/23/2022

Grant Expiration Date: 02/23/2032
Total Options Granted: 9,136
Option Price: $227.0200 (USD)

Vesting Schedule: Please refer to Appendix: Vesting Schedule on the last page of this
document

In addition to this Nonqualified Stock Option Grant and the attached Covenant Agreement, you should
also read the Plan Document and Key Contacts and Reference Materials document (attached to the Plan)
and indicate that you have done so and agree to the terms of all documents attached to this Option Grant
by checking the appropriate box in the online grant acceptance process. The Key Contacts and Reference
Materials document contains information on how to get important stock award information (such as the
Plan Prospectus, Tax Considerations and Cigna's Securities Transactions and Insider Trading Policy) and
whom to contact if you have questions.

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Please be aware that the Cigna Securities Transactions and Insider Trading Policy places restrictions on
your transactions in Cigna securities and requires certain Cigna employees to obtain advance permission
from the Corporate Secretary before executing transactions in Cigna securities.

If you have questions about your award, please contact Cigna Shareholder Services by email at
shareholderservices@cigna.com or by phone at 215.761.3516.

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Important Notice: Option Grant and Covenant Agreement Acknowledgment and Agreement

By clicking on the ACCEPT button, I:

Acknowledge and represent to Cigna that I have:

1. received the Option Grant, the Terms and Conditions of the Option Grant and the Covenant
Agreement;
2. read and understand their terms and conditions, which include, among other things, restrictive
covenants such as non-competition, customer and employee non-solicitation and non-disclosure
provisions and litigation cooperation and intellectual property assignment and assistance
provisions; and
3. received answers to any questions I had about the Option Grant, the Terms and Conditions of the
Option Grant and the Covenant Agreement and their respective terms and conditions, including
the applicable restrictive covenants.

Scroll down for the TERMS AND CONDITIONS of the Option Grant.

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TERMS AND CONDITIONS OF YOUR 2022 GRANT

OF A NONQUALIFIED STOCK OPTION

These Terms and Conditions are an important part of your grant of a nonqualified stock option (Option)
from Cigna Corporation (Cigna). The terms of your Option are in (a) the electronic Option Grant
Agreement above, (b) these Terms and Conditions, (c) the Covenant Agreement, and (d) the applicable
Plan provisions.

Certain words in this document with first letters capitalized are defined in the Option Grant Agreement
above, these Terms and Conditions, or Article 2 of the Plan. This grant is void if you are not an employee
of Cigna or a Subsidiary (a Cigna company) on the Grant Date.

1. The Option
The Option gives you the right to buy a certain number of shares of Cigna Common Stock (Shares)
during the Option Period (described in paragraph 2) at the Option Price. Your Option Grant Agreement
lists the number of Shares and your Option Price. To buy the Shares at the Option Price, you must
exercise the Option.

2. Option Period; Vesting

(a) You can exercise the Option only during the Option Period. The Option becomes exercisable, or
“vests,” on the first day of the Option Period and expires on the last day of the Option Period.
(b) The Option Period for the Shares (or for a portion of the Shares) starts on the applicable Vesting
Date as shown in the Appendix: Vesting Schedule. The Appendix contains the Vesting Schedule
for the Option.
(c) The Option Period for all the Shares ends, and the Option will expire, at 5:00 p.m. Philadelphia
time on the Expiration Date, or, if you have a Termination prior to that time, then the Option
Period will end, and the Option will expire, as described under Early Expiration in paragraph 4.

3. Early or Continued Vesting

The Option may vest earlier than the dates listed on the Appendix or continue to vest after your
Termination date, as described here. If your Termination occurs before the Option vests under the
Vesting Schedule set forth on the Appendix, the Option will vest on your Termination date or continue to
vest after your Termination date (as applicable), but only if your Termination is described in this
paragraph 3 or as otherwise determined by the Committee.
(a) The Option will fully vest on your Termination date if your Termination is due to death or
Disability or a Termination Upon a Change of Control.
(b) The Option may continue to vest following your Termination due to Early Retirement or
Retirement if:

(1) The date of Termination due to your Early Retirement or Retirement is at least six (6)
months after the Grant Date, provided that this requirement may be waived by (i) Cigna's
Senior Human Resources Officer in certain limited and unanticipated circumstances, or
(ii) with respect to the CEO or any executive officer who is subject to the requirements of
Section 16(a) of the Exchange Act (“Executive Officer”), the Committee;
(2) You will not be receiving severance pay from any Cigna company (whether under any
severance benefit plan or any contract, agreement or arrangement);
(3) You continue to comply with the terms and conditions of the Covenant Agreement and
any other restrictive covenant agreement(s) applicable to you during the continued
vesting period; and
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(4) The Committee or its designee (including Cigna’s Senior Human Resources Officer)
approves the continued vesting before your Termination.
If you want to be considered for continued vesting when you retire, you should review the
“Ready to Retire” page on Iris for more information or contact Cigna Shareholder Services
(shareholderservices@Cigna.com) if you have questions. You must submit your consideration
request far enough in advance of your retirement so there is time to process your request.
A Termination resulting from a Cigna divestiture, outsourcing or other business transaction where
you become employed by the buyer, vendor or other entity involved in the transaction will not
constitute a Retirement or Early Retirement under this paragraph 3(b).
(c) The Option will continue to vest for a period of twelve (12) months following the date of your
Involuntary Termination as if you had remained employed for such twelve (12) month period.
For example, if the date of your Involuntary Termination is June 1, 2022 you will vest in any
portion of the Option scheduled to vest on or before June 1, 2023 on the otherwise scheduled
Vesting Date.

The continued vesting described in this paragraph 3(c) is subject to (and contingent upon) your
ongoing compliance with the terms and conditions of the Covenant Agreement and any other
restrictive covenant agreement(s) applicable to you during the continued vesting period.

A Termination resulting from a Cigna divestiture, outsourcing or other business transaction where
you become employed by the buyer, vendor or other entity involved in the transaction will not
constitute an Involuntary Termination under this paragraph 3(c).

(d) If approved by (1) Cigna's Senior Human Resources Officer or his or her designee, or (2) the
Committee (with respect to the CEO or any Executive Officer) before your Termination, your
Option may continue to vest following your Termination if you (i) continue to provide services to
Cigna as a consultant or contractor, and (ii) continue to comply with the terms and conditions of
the Covenant Agreement and any other restrictive covenant agreement(s) applicable to you during
the continued vesting period.

The continued vesting period, if any, under this paragraph 3(d) shall be equal to the period of
your continued services to Cigna as a consultant or contractor.

(e) For avoidance of doubt, the continued vesting described in paragraphs 3(b), 3(c) and 3(d) above
is expressly subject to (and contingent upon) your ongoing compliance with the Covenant
Agreement and any other restrictive covenant agreement(s) applicable to you during the
continued vesting period. If a Violation (as defined below) occurs or is discovered following
your Termination, then, in addition to any other remedies available to Cigna under this Option
Grant Agreement or the Covenant Agreement, any then outstanding portion of this Option
(whether vested or unvested) shall be immediately and automatically cancelled and forfeited.

4. Early Expiration upon Termination; Exceptions

(a) Upon your Termination (other than a Termination for Cause), the Option will expire on the earlier
of the Grant Expiration Date or ninety (90) days after your Termination date unless one of the
exceptions described in paragraph 4(b) through (f) applies.
(b) If (1) your Termination is because of your death, Disability or Retirement (only if approved under
paragraph 3(b) above), and (2) you will not be receiving severance pay from any Cigna company
(whether under any severance benefit plan or any contract, agreement or arrangement), then the
Option will expire at 5:00 p.m. Philadelphia time on the Expiration Date.
(c) If your Termination is because of your Early Retirement (only if approved under paragraph 3(b)
above), and you will not be receiving severance pay from any Cigna company (whether under any
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severance benefit plan or any contract, agreement or arrangement), the Option will expire at 5:00
p.m. Philadelphia time on:
(1) The earlier of the Expiration Date or the third anniversary of your Termination date; or
(2) The Expiration Date if, within six months before your Termination date, you were an
Executive Officer.
(d) If your Termination is an Involuntary Termination, the Option will expire on the earlier of (1) the
Expiration Date or (2) ninety (90) days after the first anniversary of your Termination date.

(e) If your Termination is Upon a Change of Control (of Cigna Corporation), the Option will expire
on the earlier of the Expiration Date or the third anniversary of your Termination date.

(f) The Option will expire immediately upon your Termination for Cause.

5. Exercising the Option; Tax Withholding

(a) Cigna may limit your rights to exercise the Option and to sell any Shares you acquire by
exercising the Option. Your rights are subject to the terms of Cigna's Securities Transactions and
Insider Trading Policy, and Cigna reserves the right, for any reason at any time, to suspend or
delay action on any request you make to exercise the Option or sell the Shares. To comply with
legal requirements, Cigna may restrict the method by which you exercise the Option.
(b) If, because of limitations imposed by applicable law, you cannot exercise the Option before it
expires, then the Option will not expire on the date described in paragraph 4. Instead, the Option
Period will be extended temporarily until the earlier of (1) ten business days after the first date on
which the Option again becomes exercisable without the limitations or (2) 5:00 p.m. Philadelphia
time on the Expiration Date.
(c) To exercise all or part of the Option, you must (1) complete and submit any required Option
exercise form or electronic exercise instructions and (2) pay the Option Price and any required tax
withholding.
(d) You may pay the Option Price with cash. If you pay with cash, you must also pay any applicable
withholding tax liability in cash before Shares will be deposited in your Stock Account or
delivered to you.
(e) If you are a Cigna company employee when you exercise the Option, you may pay the Option
Price with Shares that are in your Stock Account if:
(1) you first purchased the shares on the open market; or
(2) at least six months have elapsed after the:
(A) grant date, if you received the shares as a grant of unrestricted Shares;
(B) vesting date, if you received them as a grant of Restricted Stock; or
(C) purchase date, if you bought them through a previous option exercise.
You will not be allowed to pay the Option Price with Shares if Cigna in its sole discretion
determines that it would risk adverse tax or accounting consequences as a result. If you are not a
Cigna company employee when you exercise the Option, or if your beneficiary or estate exercises
the Option, the Option Price cannot be paid in shares of stock.
(f) If you pay the Option Price in Shares:
(1) You must exercise the Option for at least 50 Shares.
If there are not at least 50 Shares underlying the Option, you must exercise the Option for
all the Shares.

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(2) You must pay any applicable tax-withholding obligation.

Cigna reserves the right to withhold from the Shares you purchase enough Shares to meet
all or part of any applicable tax-withholding obligation.
If you are an Executive Officer when you exercise the Option, you may satisfy part of the
withholding obligation by remitting to Cigna Shares you have owned for at least six
months as of the date the withholding obligation arises.
(g) You may pay the Option Price through a cashless exercise of the Option. Cigna reserves the right
to change the rules that apply to cashless exercises, or end your ability to do a cashless exercise,
at any time.

6. Book-Entry Shares
Cigna (or a custodian appointed by Cigna) will hold any Shares you, your beneficiary or estate acquire
upon exercise of the Option in book-entry form in a Stock Account. That is, a record of Share ownership
will be kept electronically.

7. Conditions of Grant
(a) By accepting the grant, you are agreeing:
(1) to the Inventions provision in paragraph 7(b);
(2) to the restrictions contained in the attached Covenant Agreement and in paragraph 7(c)(2)
below (such restrictions collectively, the “Promises”);
(3) to notify Cigna if you accept an offer to perform services for any individual or entity
while you are subject to the non-competition Promise under the Covenant Agreement.
Such notice shall be provided by email to noncompete@express-scripts.com within 10
days of your acceptance of the offer and shall identify the individual or entity and your
anticipated start date;
(4) to disclose the terms of the Promises (including, without limitation, the Promises
related to non-solicitation and non-competition) and the consequences of a Violation (as
defined below) to any individual or entity for whom you perform services during the 12
month period immediately following your Termination; and
(5) not to engage in any activity that would constitute a Violation (as defined below).
You understand and agree that the conditions of the grant set forth in this paragraph 7(a) are a
material part of the inducement for Cigna's granting you the Option and essential pre-conditions
to your eligibility to exercise any rights associated with the Option and retain any benefit from
exercising the Option.
The award of Options pursuant to this Nonqualified Stock Option Grant is expressly conditioned
on your acceptance of the terms and conditions of this Option Grant and of the attached Covenant
Agreement. If you decide to accept this Nonqualified Stock Option Grant, you are accepting and
agreeing to all of the terms and conditions of this Option Grant and of the attached Covenant
Agreement, which include, among other things, restrictive covenants such as non-competition,
customer and employee non-solicitation and non-disclosure provisions and litigation cooperation
and intellectual property assignment and assistance provisions.
You should review the terms of this Option Grant and the Covenant Agreement carefully to
ensure that you understand what they say and what your responsibilities and obligations are
before you click on the accept button to acknowledge and agree to this Option Grant.
(b) Inventions
(1) You hereby assign and promise to assign to Cigna companies or their designee, all your
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right, title, and interest in and to any and all current and future Inventions. You acknowledge that
all original works of authorship which you make (whether alone or jointly with others) within the
scope of your Cigna company employment and which are protectable by copyright are “works
made for hire,” as defined in the United States Copyright Act.
(2) You agree to (i) maintain and make available adequate current records, including
electronic records, notes, sketches and drawings, of all Inventions you make, and (ii) disclose
such Inventions in writing upon request. These records will remain the property of Cigna
companies.
(3) If in the course of your Cigna company employment, you incorporate a Prior Invention
into any Cigna company work product, you grant Cigna companies a nonexclusive, royalty-free,
irrevocable, perpetual, worldwide license to use the Prior Invention as part of or in connection
with the work product. Within 45 days after the date of this grant, you agree to notify Cigna
Shareholder Services (shareholderservices@Cigna.com) of any Prior Inventions that you are not
assigning under this paragraph 7(b).
(4) “Inventions” means any and all inventions, original works of authorship, developments,
concepts, sales methods, improvements, trade secrets, or similar intellectual property, whether or
not patentable or registrable under copyright or similar laws, that relate to any Cigna company’s
current or proposed business, work products or research and development which you have or will
solely or jointly conceive, develop, reduce to practice, or fix during your Cigna company
employment.
(5) “Prior Inventions” means all inventions, original works of authorship, developments,
concepts, sales methods, improvements, trade secrets or similar intellectual property, whether or
not patentable or registrable under copyright or similar laws, that relate to any Cigna company’s
current or proposed business, work products or research and development which you conceived,
developed, reduced to practice or fixed before your Cigna company employment and which
belong to you.
(c) Violation
You will engage in a “Violation” if, directly or indirectly, you engage in any willful misconduct
as described in paragraph 7(c)(1) below or you break any of the Promises.
(1) Willful Misconduct:
(A) You have a Termination initiated by a Cigna company because you engaged in
conduct that constitutes a gross violation of Cigna's Code of Ethics and
Principles of Conduct or other employment policies.
(B) You do anything else while an employee of any Cigna company that is not
discovered by the company until after your Termination and that would, if you
had still been employed at the time of the discovery, be reason for your
Termination for willful misconduct, as described above.
(2) Promise to Assist with Patent and Copyright Registrations:
(A) You Promise that, during your Cigna company employment and after your
Termination, you will assist Cigna companies, should they request and at Cigna’s
expense, to secure their rights (including any copyrights, patents, trademarks or
other intellectual property rights) in or relating to the Inventions in any and all
countries, including by:
(i) disclosing to Cigna Companies all pertinent information and data; and
(ii) executing all applications, assignments or other instruments necessary to
apply for and obtain these rights and assign them to Cigna companies.

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8. Consequences of a Violation: Payment to Cigna

Important: This paragraph 8 is not Cigna's only remedy for a Violation. Cigna may seek any
additional legal or equitable remedy, including as described in the Covenant Agreement.
(a) If you engage in any Violation at any time, Cigna will cancel any part of the Option you have not
yet exercised.

(b) You must immediately make the Payment described in paragraph 8(c) to Cigna in the manner
described in paragraph 8(d) if:
(1) You engage in a Violation of the non-competition or non-solicitation restrictions of the
Covenant Agreement; or
(2) You engage in a Violation described in paragraph 7(c)(1) (willful misconduct) or any
other Violation (e.g. you disclose Cigna company Confidential Information in violation
of the Covenant Agreement) at any time.
(c) The Payment requirement applies only to the parts of the Option, if any, that you exercise during
the 24-month period prior to the date of your Termination and thereafter. “Payment” means the
amount equal to:

(1) the number of Shares you acquire when you exercise the Option;
multiplied by

(2) the excess of (A) the Fair Market Value on the date you exercise the Option over (B) the
Option Price;
plus

(3) the total amount of all dividends, if any, paid on those Shares through the date of the
Payment.

(d) Cigna will recover the Payment from you by any means permitted by applicable law, at the sole
discretion of Cigna management, including but not limited to any or all of the following methods:
(1) If you have any Shares in a Stock Account or in any other account in book-entry form
when a Violation occurs, Cigna will take back from you the whole number of Shares that
has a total Fair Market Value as of the date of the Violation up to, but not more than, the
Payment amount.
(2) Cigna will, to the extent permitted by applicable law, reduce:
(A) The amount of any payments that any Cigna company owes you for any reason
(including without limit any payments owed to you under any nonqualified
retirement, deferred compensation or other plan or arrangement) by
(B) The Payment amount.
This reduction will not occur until the date a future payment to you is due.
(3) Cigna will send you a written notice and demand for all or part of any Payment amount.
Within 30 days after you receive that notice and demand, you must make the Payment to
Cigna.

(e) (1) If you were an Executive Officer at any time during the 24-month period before the date
of a Violation of the Covenant Agreement, the Committee will have the sole discretion to
waive your obligation to make all or any part of the Payment (described in this paragraph
8) and to impose conditions on any waiver.
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(2) If you are in Career Band 6 or higher on your Termination date but not subject to
paragraph 8(e)(1) above, Cigna's Restrictive Covenant Review Committee will have the
sole discretion to waive your obligation to make all or any part of the Payment (described
in this paragraph 8) and to impose conditions on any waiver.
(3) Otherwise, Cigna's Senior Human Resources Officer, or his or her designee, will have the
sole discretion to waive your obligation to make all or any part of the Payment and to
impose conditions on any waiver.
(4) Determinations of the Committee, the Restrictive Covenant Review Committee, or
Cigna's Senior Human Resources Officer (or his or her designee), will be final and
binding on all parties.

9. Consequences of a Violation: Designation of Cigna as Agent and Attorney-in-Fact for

Inventions
You agree that:
(a) If Cigna Companies are unable to obtain your signature on any instruments needed to secure their
rights in or relating to the Inventions pursuant to paragraph 7(c)(2)(A); then
(b) You hereby appoint Cigna companies and their duly authorized officers as your agents and
attorneys in fact to act for and on your behalf to execute and file any documents and take other
actions as may be necessary for Cigna companies to secure those rights.
10. Agreeing to Assume Risks
Cigna, its stock plan administrator and its transfer agent will try to process your stock transaction requests
in a timely manner; however, Cigna makes no promises or guarantees to you relating to the market price
of the Shares or to the time it may take to act on your request to exercise the Option, or sell the Shares.
By accepting this Option grant:
(a) You acknowledge that the action you request may not be completed until several days after you
submit it.
(b) You agree to assume the risks, including the risk that the market price of the Shares may change,
related to delays described in paragraph 10(a):
(1) Between the time you submit an Option exercise form and the time your Option is
actually exercised; and
(2) Between the time you ask for any Shares to be sold and the time your Shares are actually
sold.
11. Applicable Law
You understand and agree that, except as otherwise provided in the Covenant Agreement, the terms and
conditions of this Option Grant and all determinations made under the Nonqualified Stock Option Grant
Agreement, the Plan, and these Terms and Conditions will be interpreted under the laws of the State of
Delaware, without regard to its conflict of laws rule.
For the avoidance of doubt, the terms and conditions of the Covenant Agreement and all determinations
made under the Covenant Agreement will be interpreted under applicable state law as set forth in the
Covenant Agreement.
12. Arbitration
Except as otherwise provided in the Covenant Agreement, if you have an agreement with Cigna to
arbitrate employment related disputes, you agree to resolve any disputes relating to this Nonqualified
Stock Option Grant through arbitration.

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13. Acceptance
If you disagree with any of these Terms and Conditions, or the terms and conditions of the
Covenant Agreement, YOU MUST NOT ACCEPT THE OPTION GRANT. If you sign the Option
grant or the Covenant Agreement, or acknowledge your acceptance electronically or otherwise, you will
be:
(a) Agreeing to all the terms and conditions of the Option grant and of the Covenant Agreement,
including the Inventions provision in paragraph 7(b) and all of the Promises;
(b) Warranting and representing to Cigna that you are, and will remain, in full compliance with all
applicable terms and conditions;
(c) Authorizing Cigna to recover the Payment described in paragraph 8 and to seek any other
available remedy pursuant to the Covenant Agreement if you engage in a Violation; and

(d) Appointing Cigna as your agent and attorney-in-fact to secure rights with respect to Inventions if
unable to obtain your signature as described in paragraph 9.

2022 US Option Grant Agreement including Terms and Conditions

M8N6TVL3

03/11/2022 11:47 AM U.S. Eastern Standard Time

ACCEPTED

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Appendix: Vesting Schedule

Date Quantity
03/01/2023 3,045
03/01/2024 3,045
03/01/2025 3,046
Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 69 of 231 PageID #: 69

EXHIBIT D
 Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 70 of 231 PageID #: 70

Cigna Corporation

Cigna Long-Term Incentive Plan: Strategic Performance Share Grant Agreement

Cigna Corporation (“Cigna”) has granted you the number of strategic performance shares set forth
below in this Strategic Performance Share Grant Agreement (“Strategic Performance Share Grant”
or “Grant”) under the Cigna Long-Term Incentive Plan (“Plan”). The date of your Strategic
Performance Share Grant (“Grant Date”) is also indicated below. The award is subject to the
provisions of the Plan and the Terms and Conditions below.

The award of Shares pursuant to this Strategic Performance Share Grant is expressly conditioned
on your acceptance of the terms and conditions of this Grant and of the attached Confidentiality,
Non-Competition and Non-Solicitation Agreement (or with respect to Cigna company employment
in California, the attached Confidentiality and Non-Solicitation Agreement) (as applicable, the
“Covenant Agreement”). You should carefully read all the terms and conditions of this Strategic
Performance Share Grant and the attached Covenant Agreement and be sure you understand what
they say and what your responsibilities and obligations are before you click on the ACCEPT
button to acknowledge and agree to this Grant.

If you are not willing to agree to all of the Grant and Covenant Agreement terms and conditions, do
not accept the Grant and do not click the ACCEPT button for the Strategic Performance Share
Grant Acknowledgment and Agreement. If you do not accept the Grant, you will not receive the
benefits of the Grant.

If you do click on the ACCEPT button, you are accepting and agreeing to all of the terms and
conditions of this Strategic Performance Share Grant and the Covenant Agreement, which include,
among other things, restrictive covenants such as non-competition, customer and employee non-
solicitation and non-disclosure provisions and litigation cooperation and intellectual property
assignment and assistance provisions.

Participant: AMY J BRICKER

Grant Type: RSU
Plan Name: Cigna Long-Term Incentive Plan

Grant Date: 02/23/2022

Total Granted: 4,075
Grant Price: $0.000000 (USD)

Vesting Schedule
Shares Granted Approximate
Vest Date
100% of Shares Granted 03/01/2025

Please Note: The date shown in the Vesting Schedule chart above is not your actual vesting date.
It is an approximation of the expected vesting date and is provided due to systems requirements. In
accordance with the Terms and Conditions of your Strategic Performance Share Grant, the actual
vesting date will be determined by the People Resources Committee of the Board of Directors.

In addition to this Strategic Performance Share Grant and the attached Covenant Agreement, you
should also read the Plan Document and Key Contacts and Reference Materials document (attached
to the Plan) and indicate that you have done so and agree to the terms of all documents attached to
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this Grant by checking the appropriate box in the online grant acceptance process. The Key
Contacts and Reference Materials document contains information on how to get important award
information (such as the Plan Prospectus, Tax Considerations and Cigna's Securities Transactions
and Insider Trading Policy) and whom to contact if you have questions.

Please be aware that the Cigna Securities Transactions and Insider Trading Policy places
restrictions on your transactions in Cigna securities and requires certain Cigna employees to obtain
advance permission from the Corporate Secretary before executing transactions in Cigna securities.

If you have questions about your award, please contact Cigna Shareholder Services by email at
shareholderservices@cigna.com or by phone at 215.761.3516.

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Important Notice: Strategic Performance Share Grant and Covenant Agreement

Acknowledgment and Agreement

By clicking on the ACCEPT button, I:

Acknowledge and represent to Cigna that I have:

1. received the Strategic Performance Share Grant, the Terms and Conditions of the Strategic
Performance Share Grant and the Covenant Agreement;
2. read and understand their terms and conditions, which include, among other things,
restrictive covenants such as non-competition, customer and employee non-solicitation and
non-disclosure provisions and litigation cooperation and intellectual property assignment
and assistance provisions; and
3. received answers to any questions I had about the Grant, the Terms and Conditions of the
Grant and the Covenant Agreement and their terms and conditions, including the
applicable restrictive covenants.

Scroll down for the TERMS AND CONDITIONS of the Strategic Performance Share Grant.

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TERMS AND CONDITIONS OF YOUR 2022 GRANT

OF STRATEGIC PERFORMANCE SHARES

These Terms and Conditions are an important part of your grant of Strategic Performance Shares
from Cigna Corporation (Cigna). The terms of your Strategic Performance Share grant are in: (a)
the electronic Strategic Performance Share Grant Agreement above, (b) these Terms and
Conditions (including Schedule 1), (c) the Covenant Agreement, and (d) the Cigna Long-Term
Incentive Plan (Plan).
Certain words in this document with first letters capitalized are defined in the Strategic
Performance Share Grant Agreement above, these Terms and Conditions or Article 2 of the Plan.
This grant is void if you are not an employee of Cigna or a Subsidiary (a Cigna company) on the
Grant Date.

1. Strategic Performance Shares; Performance Period

Each Strategic Performance Share (Performance Share) represents a conditional right to receive
one share of Cigna Common Stock (Share), subject to the performance, vesting and payment
provisions described below. The Performance Period applicable to your award is January 1, 2022
to December 31, 2024 (the Performance Period).
2. Restrictions
Performance Shares are subject to certain Restrictions from the Grant Date until the Payment Date
described in paragraph 4. The Restrictions are:
(a) You cannot sell or transfer the Performance Shares to anyone;
(b) Unless an exception applies (described in paragraph 4) or unless otherwise determined by
the Committee, you will forfeit (lose your right to) your unvested Performance Shares and
all related rights immediately upon your Termination; and
(c) Of the Performance Shares awarded to you (Shares Awarded), the number of Performance
Shares, if any, that you earn and for which you may receive payment (Shares Earned) is
subject to the performance criteria described in Schedule 1.
Article 11 of the Plan describes these Restrictions in more detail. In addition to these Restrictions,
you must also comply with all the terms and conditions of this grant and the Covenant Agreement.

3. Performance Shares Earned

(a) Schedule 1 specifies the performance criteria applicable to your Shares Awarded. Except
as provided in paragraph 4, after the end of the Performance Period, the Committee shall
determine whether and to what extent these performance criteria have been achieved for
purposes of determining the Vesting Percentage applicable to your Performance Shares
(Shares Earned Percentage).
(b) Any Shares Awarded that are not Shares Earned after giving effect to the Committee’s
determinations under this paragraph 3 shall terminate and become null and void
immediately following such determinations.
4. Eligibility for Payment
(a) Except as described in paragraph 4(b) and subject to paragraph 4(c) and paragraph 3, the
Restrictions on the Performance Shares will end (your Performance Shares will vest) on
the Payment Date described in paragraph 5, but only if you remain continuously employed
by a Cigna company until the Payment Date and comply with all the terms and conditions
of this grant and the Covenant Agreement.
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(b) Notwithstanding paragraph 4(a) and subject to paragraph 4(c) and paragraph 3, if your
Termination is before the Payment Date:
(1) Your Performance Shares will vest upon your Termination if it is a Termination
Upon a Change of Control. If your Performance Shares vest under this paragraph
4(b)(1), the Shares Earned Percentage shall be 100%.
(2) Your Performance Shares will vest upon your Termination if it is due to your death
or Disability. If your Performance Shares vest under this paragraph 4(b)(2), the
Shares Earned Percentage shall be 100%.
(3) Your Performance Shares may continue to vest following your Termination due to
your Early Retirement or Retirement if:
(i) The date of Termination due to your Early Retirement or Retirement is at
least six (6) months after the Grant Date, provided that this requirement
may be waived by (i) Cigna's Senior Human Resources Officer in certain
limited and unanticipated circumstances, or (ii) with respect to the CEO or
any executive officer who is subject to the requirements of Section 16(a)
of the Exchange Act (“Executive Officer”), the Committee;
(ii) You will not be receiving severance pay from any Cigna company
(whether under any severance benefit plan or any contract, agreement or
arrangement);
(iii) You continue to comply with the terms and conditions of the Covenant
Agreement and any other restrictive covenant agreement(s) applicable to
you during the continued vesting period; and
(iv) The Committee or its designee (including Cigna’s Senior Human
Resources Officer) approves the continued vesting before your
Termination.
If you want to be considered for continued vesting when you retire, you should review the
“Ready to Retire” page on Iris for more information or contact Cigna Shareholder Services
(shareholderservices@Cigna.com) if you have questions. You must submit your
consideration request far enough in advance of your retirement so there is time to process
your request.

A Termination resulting from a Cigna divestiture, outsourcing or other business transaction

where you become employed by the buyer, vendor or other entity involved in the
transaction will not constitute a Retirement or Early Retirement under this paragraph
4(b)(3).

If your Performance Shares continue to vest under this paragraph 4(b)(3), the Shares
Earned Percentage shall be determined by the Committee under paragraph 3(a) above and
then prorated based on the amount of time you were employed by a Cigna company during
the applicable Performance Period prior to your Early Retirement or Retirement date.

(4) Your Performance Shares will continue to vest following your Termination if your
Termination is an Involuntary Termination that occurs within twelve (12) months
of the Approximate Vest Date for the Performance Shares described in the
Strategic Performance Share Grant Agreement above. For example, if the date of
your Involuntary Termination is June 1, 2024 you will vest in any Performance

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Shares scheduled to be paid on or before June 1, 2025 on the otherwise scheduled

Payment Date.
If your Performance Shares continue to vest under this paragraph 4(b)(4), the Shares
Earned Percentage shall be determined by the Committee under paragraph 3(a) above and
then prorated based on the amount of time you were employed by a Cigna company during
the applicable Performance Period prior to the date of your Involuntary Termination.

The continued vesting described in this paragraph 4(b)(4) is subject to (and contingent
upon) your ongoing compliance with the terms and conditions of the Covenant Agreement
and any other restrictive covenant agreement(s) applicable to you during the continued
vesting period.

A Termination resulting from a Cigna divestiture, outsourcing or other business transaction

where you become employed by the buyer, vendor or other entity involved in the
transaction will not constitute an Involuntary Termination under this paragraph 4(b)(4).

(5) If approved by (1) Cigna's Senior Human Resources Officer or his or her designee,
or (2) the Committee (with respect to the CEO or any Executive Officer) before
your Termination, your Shares may continue to vest following your Termination if
you (i) continue to provide services to Cigna as a consultant or contractor, and (ii)
continue to comply with the terms and conditions of the Covenant Agreement and
any other restrictive covenant agreement(s) applicable to you during the continued
vesting period.
If your Performance Shares continue to vest under this paragraph 4(b)(5), the Shares
Earned Percentage shall be determined by the Committee under paragraph 3(a) above.

The continued vesting period, if any, under this paragraph 4(b)(5) shall be equal to the
period of your continued services to Cigna as a consultant or contractor.

(6) For avoidance of doubt, the continued vesting described in paragraphs 4(b)(3),
4(b)(4) and 4(b)(5) above is expressly subject to (and contingent upon) your
ongoing compliance with the Covenant Agreement and any other restrictive
covenant agreement(s) applicable to you during the continued vesting period. If a
Violation (as defined below) occurs or is discovered following your Termination,
then, in addition to any other remedies available to Cigna under this Grant or the
Covenant Agreement, any then unvested Performance Shares shall be immediately
and automatically forfeited.
(c) You must comply in all respects with the terms and conditions of this Grant and the
Covenant Agreement.

5. Payment
(a) Except as provided in paragraph 5(b) and 5(c), below, your vested Shares Earned under
this grant will be paid in the year following the close of the Performance Period on the date
within such year specified by the Committee (Payment Date).
(b) Any Performance Shares that vest on account of your Termination due to death or
Disability will be paid during the 90 day period immediately following your Termination
due to death or Disability to you (or to your estate, in the case of death).

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(c) Any Performance Shares that vest on account of your Termination Upon a Change of
Control will be paid during the 30 day period immediately following your Termination
Upon a Change of Control.
(d) For each Share Earned that vests, Cigna will make payment by issuing one Share as of the
Payment Date. Until the Shares are issued to you, you will not be a Cigna shareholder, not
have the right to vote the Shares, and not receive actual dividends.

6. Taxes
Section 17.7 of the Plan shall apply to any tax withholding that may be required by law for
Performance Shares or Shares. Upon the vesting or payment of any Performance Share, Cigna
reserves the right to withhold enough newly-issued Shares to cover all or part of any applicable tax
withholding.

7. Book-Entry Shares; Sale of Shares

(a) Upon payment of the Shares as described in paragraph 5, Cigna (or a custodian appointed
by Cigna) will hold your Shares in book-entry form in a Stock Account. That is, a record
of your Share ownership will be kept electronically.
(b) You may generally sell or transfer the Shares at any time, but your right to sell the Shares
may be limited by Cigna. This right is subject to the terms of Cigna's Securities
Transactions and Insider Trading Policy, and Cigna reserves the right, for any reason at
any time, to suspend or delay action on any request you make to sell the Shares.

8. Conditions of Grant
(a) By accepting the grant, you are agreeing:
(1) to the Inventions provision in paragraph 8(b);
(2) to the restrictions contained in the attached Covenant Agreement and in paragraph
8(c)(2) below (such restrictions collectively, the “Promises”);
(3) to notify Cigna if you accept an offer to perform services for any individual or
entity while you are subject to the non-competition Promise under the Covenant
Agreement. Such notice shall be provided by email to noncompete@express-
scripts.com within 10 days of your acceptance of the offer and shall identify the
individual or entity and your anticipated start date;
(4) to disclose the terms of the Promises (including, without limitation, the Promises
related to non-solicitation and non-competition) and the consequences of a
Violation (as defined below) to any individual or entity for whom you perform
services during the 12 month period immediately following your Termination; and
(5) not to engage in any activity that would constitute a Violation (as defined below).

You understand and agree that the conditions of the grant set forth in this paragraph 8(a)
are a material part of the inducement for Cigna's granting you the Performance Shares and
essential pre-conditions to your eligibility to exercise any rights associated with the Grant
and retain any benefit from the vesting of the Performance Shares and issuance of the
Shares.
The award of Shares pursuant to this Strategic Performance Share Grant is expressly
conditioned on your acceptance of the terms and conditions of this Grant and of the
attached Covenant Agreement. If you decide to accept this Strategic Performance Share
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 Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 77 of 231 PageID #: 77

Grant, you are accepting and agreeing to all of the terms and conditions of this Grant and
of the attached Covenant Agreement, which include, among other things, restrictive
covenants such as non-competition, customer and employee non-solicitation and non-
disclosure provisions and litigation cooperation and intellectual property assignment and
assistance provisions.
You should review the terms of this Grant and the Covenant Agreement carefully to ensure
that you understand what they say and what your responsibilities and obligations are
before you click on the accept button to acknowledge and agree to this Grant.
(b) Inventions
(1) You hereby assign and promise to assign to Cigna companies or their designee, all
your right, title, and interest in and to any and all current and future Inventions.
You acknowledge that all original works of authorship which you make (whether
alone or jointly with others) within the scope of your Cigna company employment
and which are protectable by copyright are “works made for hire,” as defined in
the United States Copyright Act.
(2) You agree to (i) maintain and make available adequate current records, including
electronic records, notes, sketches and drawings, of all Inventions you make, and
(ii) disclose such Inventions in writing upon request. These records will remain the
property of Cigna companies.
(3) If in the course of your Cigna company employment, you incorporate a Prior
Invention into any Cigna company work product, you grant Cigna companies a
nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to use the
Prior Invention as part of or in connection with the work product. Within 45 days
after the date of this grant, you agree to notify Cigna Shareholder Services
(shareholderservices@Cigna.com) of any Prior Inventions that you are not
assigning under this paragraph 8(b).
(4) “Inventions” means any and all inventions, original works of authorship,
developments, concepts, sales methods, improvements, trade secrets, or similar
intellectual property, whether or not patentable or registrable under copyright or
similar laws, that relate to any Cigna company’s current or proposed business,
work products or research and development which you have or will solely or
jointly conceive, develop, reduce to practice, or fix during your Cigna company
employment.
(5) “Prior Inventions” means all inventions, original works of authorship,
developments, concepts, sales methods, improvements, trade secrets or similar
intellectual property, whether or not patentable or registrable under copyright or
similar laws, that relate to any Cigna company’s current or proposed business,
work products or research and development which you conceived, developed,
reduced to practice or fixed before your Cigna company employment and which
belong to you.
(c) Violation
You will engage in a “Violation” if, directly or indirectly, you engage in any willful
misconduct as described in paragraph 8(c)(1) below or you break any of the “Promises”.
(1) Willful Misconduct:

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(A) You have a Termination initiated by a Cigna company because you

engaged in conduct that constitutes a gross violation of Cigna's Code of
Ethics and Principles of Conduct or other employment policies.
(B) You do anything else while an employee of any Cigna company that is not
discovered by the company until after your Termination and that would, if
you had still been employed at the time of the discovery, be reason for
your Termination for willful misconduct, as described above.
(2) Promise to Assist with Patent and Copyright Registrations:
(A) You Promise that, during your Cigna company employment and after your
Termination, you will assist Cigna companies, should they request and at
Cigna's expense, to secure their rights (including any copyrights, patents,
trademarks or other intellectual property rights) in or relating to the
Inventions in any and all countries, including by:
(i) disclosing to Cigna Companies all pertinent information and data;
and
(ii) executing all applications, assignments or other instruments
necessary to apply for and obtain these rights and assign them to
Cigna companies.
9. Consequences of a Violation: Payment to Cigna
Important: This paragraph 9 is not Cigna's only remedy for a Violation. Cigna may seek any
additional legal or equitable remedy, including as described in the Covenant Agreement.
(a) If you engage in any Violation at any time:
(1) You will immediately forfeit all unvested Performance Shares; and
(2) No payment will be made for any Performance Shares that have vested under
paragraph 4(b) if the Violation occurs before the applicable Payment Date.
(b) You must immediately make the Payment described in paragraph 9(c) to Cigna in the
manner described in paragraph 9(d) if:
(1) You engage in a Violation of the non-competition or non-solicitation restrictions of
the Covenant Agreement; or
(2) You engage in a Violation described in paragraph 8(c)(1) (willful misconduct) or
any other Violation (e.g. you disclose Cigna company Confidential Information in
violation of the Covenant Agreement) at any time.
(c) “Payment” is the value you realize from any Performance Shares that are paid under
paragraph 5 during the 12-month period prior to the date of your Termination and
thereafter. The Payment will equal:
(1) The number of Performance Shares that are paid during the applicable period;
multiplied by
(2) The Fair Market Value of the Shares issued on the Payment Date for those
Performance Shares;
plus
(3) The total amount of all actual dividends, if any, paid to you on those Shares
through the date of the Payment described in paragraph 9(d).

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(d) Cigna will recover the Payment from you by any means permitted by applicable law, at the
sole discretion of Cigna management, including but not limited to any or all of the
following methods:
(1) If you have any Shares in a Stock Account or in any other account in book-entry
form when a Violation occurs, Cigna will take back from you the whole number of
Shares that has a total Fair Market Value as of the date of the Violation up to, but
not more than, the Payment amount.
(2) Cigna will, to the extent permitted by applicable law, reduce:
(A) The amount of any payments that any Cigna company owes you for any
reason (including without limit any payments owed to you under any
nonqualified retirement, deferred compensation or other plan or
arrangement) by
(B) The Payment amount.
This reduction will not occur until the date a future payment to you is due.
(3) Cigna will send you a written notice and demand for all or part of any Payment
amount. Within 30 days after you receive that notice and demand, you must make
the Payment to Cigna.

(e) (1) If you were an Executive Officer at any time during the 24-month period before
the date of a Violation of the Covenant Agreement, the Committee will have the
sole discretion to waive your obligation to make all or any part of the Payment
(described in this paragraph 9) and to impose conditions on any waiver.
(2) If you are in Career Band 6 or higher on your Termination date but not subject to
paragraph 9(e)(1) above, Cigna's Restrictive Covenant Review Committee will
have the sole discretion to waive your obligation to make all or any part of the
Payment (described in this paragraph 9) and to impose conditions on any waiver.
(3) Otherwise, Cigna's Senior Human Resources Officer, or his or her designee, will
have the sole discretion to waive your obligation to make all or any part of the
Payment and to impose conditions on any waiver.
(4) Determinations of the Committee, the Restrictive Covenant Review Committee, or
Cigna's Senior Human Resources Officer (or his or her designee), will be final and
binding on all parties.

10. Consequences of a Violation: Designation of Cigna as Agent and Attorney-in-Fact for

Inventions
You agree that:
(a) If Cigna Companies are unable to obtain your signature on any instruments needed to
secure their rights in or relating to the Inventions pursuant to paragraph 8(c)(2)(A); then
(b) You hereby appoint Cigna companies and their duly authorized officers as your agents and
attorneys in fact to act for and on your behalf to execute and file any documents and take
other actions as may be necessary for Cigna companies to secure those rights.
11. Agreeing to Assume Risks
Cigna, its stock plan administrator and its transfer agent will try to process your stock transaction
requests in a timely manner; however, Cigna makes no promises or guarantees to you relating to

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the market price of the Shares or to the time it may take to act on your request to sell the Shares.
By accepting this Strategic Performance Share grant:
(a) You acknowledge that the action you request may not be completed until several days after
you submit it.
(b) You agree to assume the risks, including the risk that the market price of the Shares may
change, related to delays described in paragraph 11(a) between the time you ask for any
Shares to be sold and the time your Shares are actually sold.
12. Applicable Law
You understand and agree that, except as otherwise provided in the Covenant Agreement, the terms
and conditions of this Strategic Performance Share Grant and all determinations made under the
Strategic Performance Share Grant Agreement, the Plan, and these Terms and Conditions will be
interpreted under the laws of the State of Delaware, without regard to its conflict of laws rule.
For the avoidance of doubt, the terms and conditions of the Covenant Agreement and all
determinations made under the Covenant Agreement will be interpreted under applicable state law
as set forth in the Covenant Agreement.
13. Arbitration
Except as otherwise provided in the Covenant Agreement, if you have an agreement with Cigna to
arbitrate employment-related disputes, you agree to resolve any disputes relating to this Strategic
Performance Share Grant through arbitration.
14. Acceptance
If you disagree with any of these Terms and Conditions, or the terms and conditions of the
Covenant Agreement, YOU MUST NOT ACCEPT THE STRATEGIC PERFORMANCE
SHARE GRANT. If you sign the Strategic Performance Share grant, or the Covenant Agreement,
or acknowledge your acceptance electronically or otherwise, you will be:
(a) Agreeing to all the terms and conditions of the Strategic Performance Share grant and of
the Covenant Agreement, including the Inventions provision in paragraph 8(b) and all of
the Promises;
(b) Warranting and representing to Cigna that you are, and will remain, in full compliance
with all applicable terms and conditions;
(c) Authorizing Cigna to recover the Payment described in paragraph 9 and to seek any other
available remedy pursuant to the Covenant Agreement, if you engage in a Violation; and

(d) Appointing Cigna as your agent and attorney-in-fact to secure rights with respect to
Inventions if unable to obtain your signature as described in paragraph 10.

2022 US SPS Grant Agreement including Terms and Conditions

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Schedule 1 to
Terms and Conditions of 2022 Grants
of Strategic Performance Shares
For Performance Period 2022-2024

Shares Awarded; Shares Earned

“Shares Awarded” is the number of Performance Shares granted to an eligible employee for the
Performance Period. Shares Awarded are allocated at time of grant to the two weighted
performance measures (the “Performance Measure Components”) as follows: 50% to Total
Shareholder Return and 50% to Earnings Per Share Growth.

“Shares Earned” is determined after the end of the three-year Performance Period. Shares Earned
will range from 0% to 200% of the Shares Awarded, and the actual number of Shares Earned will
depend on the degree to which Cigna achieves the goals set at time of grant for each Performance
Measure Component, as described below under Compensation Determination, and the PRC’s
exercise of downward discretion, if applied.

Performance Measurement

The two Performance Measure Components for the 2022-2024 Performance Period are:

 Cigna's Total Shareholder Return (TSR) relative to a peer group of industry competitors,
and
 Earnings Per Share Growth for the ongoing businesses.

The formulas described below under Compensation Determination will be used to determine the
Shares Earned Percentage (called the Vesting Percentage in the Cigna Long-Term Incentive Plan).
The determination is made separately for each set of Shares Awarded that is allocated to a
Performance Measure Component. The formula for each Performance Measure Component
includes a minimum performance threshold, below which the Shares Earned Percentage for that
Performance Measure Component will be zero. In addition, the PRC has complete discretion to
apply its judgment to the results generated by the formula for the TSR Performance Measure
Component and make adjustments downward, as far down as 0%, in the Shares Earned Percentage.
For the Earnings Per Share component, the PRC will consider the CEO’s recommendation and
determine the Shares Earned percentage within the range of the applicable performance tier.

The PRC also has the right to adjust or change completely, in its sole discretion, the Performance
Measures and/or the formulas for calculating the Shares Earned percentages if Cigna or one of the
designated Peer Group companies is involved in any material merger, acquisition or divestiture
during the Performance Period.

For the Total Shareholder Return Component, the designated industry competitors (the Peer Group)
for the 2022-2024 Performance Period are the companies included in the S&P 500 Health Care
Providers Index as of the date of grant: AmerisourceBergen, Anthem, Cardinal Health, Centene,
CVS, Davita, HCA, Henry Schein, Humana, Lab Corp, McKesson, Quest Diagnostics,
UnitedHealth, and Universal Health Services. These companies were determined to be Cigna's
publicly-traded peers based upon business mix and other factors.

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Compensation Determination

The compensation to be paid for each SPS award (that is, the Shares Earned) is determined in a
three-step process.

Step 1 – Calculate Total Shareholder Return Component

In determining the Shares Earned Percentage for the Total Shareholder Return Component,
relative TSR is measured against five percentage ranges of Shares Earned, at each of the
25th, 50th, 75th and 85th relative percentile rankings, and then using straight line
interpolation based on Cigna's three-year TSR for the 2022-2024 Performance Period
within the relevant percentage range to determine Shares Earned for the TSR measure.
Cigna’s TSR performance relative to TSR performance of the Peer Group companies will
determine which percentage range will be used to calculate the Shares Earned percentage.
The three-year TSR is the compound annual growth rate in share price over three years,
with dividends treated as reinvested.

In determining the Shares Earned Percentage for the TSR Component, the matrix below
will be used. Any Peer Group company that is no longer a stand-alone company at the end
of the Performance Period will not be included in the calculation. As indicated in the
matrix, the relative TSR Target is the 50th percentile, and the Threshold relative TSR
(below which no value will be allocated to the TSR component) is the 25th percentile.

TSR Performance (percentile) Shares Earned (% of

Shares Awarded)*
Maximum (>85th) 200%
Above Target (75th) 175% to 200%
Target (50th) 100% to 175%
Below Target (25th) 25% to 100%
Threshold (e.g. <25th) 0%

* The Shares Earned percentage within a defined relative TSR percentage range of achievement is
determined using straight line interpolation based on Cigna's actual TSR performance; however,
there are no Shares Earned for performance below the 25th percentile.

Step 2 – Calculate Earnings Per Share Growth Component

In determining the Shares Earned Percentage for the Earnings Per Share Growth
Component, the following matrix will be used. Management will make a recommendation
to the PRC regarding the Shares Earned within the range. It is important to note that the
maximum Shares Earned for each performance level is the top end of the range, but the
PRC has downward discretion in each level to adjust the component value down to the
lowest percentage of the range.

Earnings Per Share Growth * Shares Earned (% of

(Based on 2021 Actual) Shares Awarded)

Cumulative earnings per share over the three-year period calculated

assuming a compound annual growth rate of 61.7% to 66.2% 160% - 200%
Cumulative earnings per share over the three-year period calculated
assuming a compound annual growth rate of 56.9% to 61.7% 120%- 160%
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Cumulative earnings per share over the three-year period calculated

assuming a compound annual growth rate of 51.7% to 56.9% 80% - 120%
Cumulative earnings per share over the three-year period calculated
assuming a compound annual growth rate of 49.2.% to 51.7% 35% - 80%
*
The assumed compound annual growth rates are used to define dollar targets for each
performance range. Achievement of the performance goal is measured in actual dollars,
not percentage growth.

Step 3 - Determine the Total Shares Earned

The number of Shares Awarded to an award recipient for the Performance Period that was
allocated to each Performance Measure Component is multiplied by the approved Shares
Earned Percentage for that Component as follows:

Steps 1 and 2 Step 3

50% of Shares Awarded
Shares Earned Number of Shares Earned for
x allocated to TSR x
Percentage from Step 1 = TSR Component
Component
Total Shares
Awarded 50% of Shares Awarded
Number of Shares Earned for
allocated to Earnings Shares Earned
x x Earnings Per Share Growth
Per Share Growth Percentage from Step 2 =
Component
Component

Sum of this Column = Total

Number of Shares Earned

The number of Shares Earned for each Performance Measure Component are added together to
determine total number of Shares Earned by the award recipient for the Performance Period. There
will not be any fractional Shares Earned; the number of Shares Earned will be rounded following
normal rounding rules. The total number of Shares Earned cannot exceed 200% of the Shares
Awarded.

M8N6U300

03/11/2022 11:48 AM U.S. Eastern Standard Time

ACCEPTED

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EXHIBIT E
 Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 85 of 231 PageID #: 85

Cigna Corporation

Cigna Long-Term Incentive Plan: Restricted Stock Grant Agreement

Cigna Corporation (“Cigna”) has granted you the number of shares of restricted stock of Cigna set
forth below in this Restricted Stock Grant Agreement (“Restricted Stock Grant” or “Grant”) under
the Cigna Long-Term Incentive Plan (“Plan”). The date of your Restricted Stock Grant (“Grant
Date”) and the dates on which your Grant is scheduled to vest (“Vesting Dates”) are also indicated
below. The award is subject to the provisions of the Plan and the Terms and Conditions below.

The award of Shares pursuant to this Restricted Stock Grant is expressly conditioned on your
acceptance of the terms and conditions of this Grant and of the attached Confidentiality, Non-
Competition and Non-Solicitation Agreement (or, with respect to Cigna company employment in
California, the attached Confidentiality and Non-Solicitation Agreement) (as applicable, the
“Covenant Agreement”). You should carefully read all the terms and conditions of this Restricted
Stock Grant and the attached Covenant Agreement and be sure you understand what they say and
what your responsibilities and obligations are before you click on the ACCEPT button to
acknowledge and agree to this Grant.

If you are not willing to agree to all of the Grant and Covenant Agreement terms and conditions, do
not accept the Grant and do not click the ACCEPT button for the Restricted Stock Grant
Acknowledgment and Agreement. If you do not accept the Grant, you will not receive the benefits
of the Grant.

If you do click on the ACCEPT button, you are accepting and agreeing to all of the terms and
conditions of this Restricted Stock Grant and the Covenant Agreement, which include, among other
things, restrictive covenants such as non-competition, customer and employee non-solicitation and
non-disclosure provisions and litigation cooperation and intellectual property assignment and
assistance provisions.

Participant: AMY J BRICKER

Grant Type: RSA
Plan Name: Cigna Long-Term Incentive Plan

Grant Date: 02/24/2021

Total Granted: 2,105
Grant Price: $0.000000 (USD)

Vesting Schedule: Please refer to Appendix: Vesting Schedule on the last page
of this document

In addition to this Restricted Stock Grant and the attached Covenant Agreement, you should also
read the Plan Document and Key Contacts and Reference Materials document (attached to the
Plan) and indicate that you have done so and agree to the terms of all documents attached to this
Grant by checking the appropriate box in the online grant acceptance process. The Key Contacts
and Reference Materials document contains information on how to get important stock award
information (such as the Plan Prospectus, Tax Considerations and Cigna's Securities Transactions
and Insider Trading Policy) and whom to contact if you have questions.

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Please be aware that the Cigna Securities Transactions and Insider Trading Policy places
restrictions on your transactions in Cigna securities and requires certain Cigna employees to obtain
advance permission from the Corporate Secretary before executing transactions in Cigna securities.

If you have questions about your award, please contact Cigna Shareholder Services by email at
shareholderservices@cigna.com or by phone at 215.761.3516.

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Important Notice: Restricted Stock Grant and Covenant Agreement Acknowledgment and
Agreement

By clicking on the ACCEPT button, I:

Acknowledge and represent to Cigna that I have:

1. received the Restricted Stock Grant, the Terms and Conditions of the Restricted Stock
Grant and the Covenant Agreement;
2. read and understand their terms and conditions, which include, among other things,
restrictive covenants such as non-competition, customer and employee non-solicitation and
non-disclosure provisions and litigation cooperation and intellectual property assignment
and assistance provisions; and
3. received answers to any questions I had about the Grant, the Terms and Conditions of the
Grant and the Covenant Agreement and their respective terms and conditions, including the
applicable restrictive covenants.

Scroll down for the TERMS AND CONDITIONS of the Restricted Stock Grant.

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TERMS AND CONDITIONS OF YOUR 2021

RESTRICTED STOCK GRANT

These Terms and Conditions are an important part of your grant of Restricted Stock from Cigna
Corporation (Cigna). The terms of your Restricted Stock grant are in: (a) the electronic Restricted
Stock Grant Agreement above, (b) these Terms and Conditions, (c) the Covenant Agreement and
(d) the applicable Plan provisions.
Certain words in this document with first letters capitalized are defined in the Restricted Stock
Grant Agreement above, these Terms and Conditions or Article 2 of the Plan. This grant is void if
you are not an employee of Cigna or a Subsidiary (a Cigna company) on the Grant Date.

1. Restricted Stock; Restrictions

Shares of Restricted Stock (Shares) are regular shares of Cigna Common Stock, but they are
subject to certain Restrictions. The Restrictions are:
(a) You cannot sell or transfer the Shares to anyone during the Restricted Period; and
(b) Unless an exception applies, you will forfeit (lose your right to) the Shares if you have a
Termination during the Restricted Period.
Article 7 of the Plan describes these Restrictions in more detail. In addition, you must also comply
with all the other terms and conditions of this grant and the Covenant Agreement.

2. Restricted Period; Vesting

The Restricted Period starts on the Grant Date and ends on the Vesting Date. The Restrictions on
the Shares will end (your Shares will vest) on the applicable Vesting Date only if you remain
continuously employed by a Cigna company from the Grant Date to the applicable Vesting Date
and comply with all the terms and conditions of this grant and the Covenant Agreement.
Your Shares will vest in accordance with the Vesting Schedule set forth on the Appendix to this
Restricted Stock Grant Agreement. Your vesting date may be earlier than the Vesting Date(s)
shown on the Appendix (see paragraph 3).

Unless otherwise determined by the Committee or its designee, your Shares will vest on the
applicable Vesting Date if you are on a leave of absence on such date.

3. Early or Continued Vesting

In certain situations your vesting date may be earlier than the Vesting Dates described in the
Appendix or your Shares will continue to vest after your Termination date:
(a) The Shares will vest upon your Termination if it is a Termination Upon a Change of
Control or is due to your death or Disability. Whether there is a Termination Upon a
Change of Control for purposes of this Restricted Stock grant is determined by reference to
a Change of Control (as defined in the Plan) of the entity issuing this grant (Cigna
Corporation) and not by reference to a Change of Control of any predecessor entity of
Cigna Corporation.
(b) The Shares may continue to vest following your Termination if:
(1) It is due to your Early Retirement or Retirement;

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(2) The date of Termination due to your Early Retirement or Retirement is at least six
(6) months after the Grant Date, provided that this requirement may be waived by
(i) Cigna's Senior Human Resources Officer in certain limited and unanticipated
circumstances, or (ii) with respect to the CEO or any executive officer who is
subject to the requirements of Section 16(a) of the Exchange Act (“Executive
Officer”), the Committee;
(3) You will not be receiving severance pay from any Cigna company (whether under
any severance benefit plan or any contract, agreement or arrangement);
(4) You continue to comply with the terms and conditions of the Covenant Agreement
and any other restrictive covenant agreement(s) applicable to you during the
continued vesting period; and
(5) The Committee or its designee (including Cigna’s Senior Human Resources
Officer) approves the continued vesting before your Termination.
If you want to be considered for continued vesting when you retire, you must ask your
manager or human resources representative far enough in advance of your retirement so
there is time to process your request.

A Termination resulting from a Cigna divestiture, outsourcing or other business transaction

where you become employed by the buyer, vendor or other entity involved in the
transaction will not constitute a Retirement or Early Retirement under this paragraph 3(b).

(c) If your Termination is an Involuntary Termination, you will continue to vest in the Shares
for a period of twelve (12) months following the date of your Involuntary Termination as if
you had remained employed for such twelve (12) month period. For example, if the date
of your Involuntary Termination is June 1, 2021 you will vest in any Shares scheduled to
vest on or before June 1, 2022 on the otherwise scheduled Vesting Date.

The continued vesting described in this paragraph 3(c) is subject to (and contingent upon)
your ongoing compliance with the terms and conditions of the Covenant Agreement and
any other restrictive covenant agreement(s) applicable to you during the continued vesting
period.

(d) Except with respect to the CEO or any Executive Officer, if approved by Cigna's Senior
Human Resources Officer, or his or her designee, before your Termination, your Shares
may continue to vest following your Termination if you (1) continue to provide services to
Cigna as a consultant or contractor under the terms of an agreement and release between
you and Cigna, and (2) continue to comply with the terms and conditions of the Covenant
Agreement and any other restrictive covenant agreement(s) applicable to you during the
continued vesting period.

The continued vesting period, if any, under this paragraph 3(d) shall be equal to the period
of your continued services to Cigna as a consultant or contractor under the terms of an
agreement and release.

(e) For avoidance of doubt, the continued vesting described in paragraphs 3(b), 3(c) and 3(d)
above is expressly subject to (and contingent upon) your ongoing compliance with the
Covenant Agreement and any other restrictive covenant agreement(s) applicable to you
during the continued vesting period. If a Violation (as defined below) occurs or is
discovered following your Termination, then, in addition to any other remedies available to

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Cigna under this Restricted Stock Grant or the Covenant Agreement, any then unvested
Shares shall be immediately and automatically forfeited.
4. Voting Rights; Dividends
(a) You have the right to vote the Shares. If you forfeit a Share, you will also forfeit the right
to vote the Share.
(b) You have the right to receive dividends on the Shares. Dividends paid on the Shares
during the Restricted Period will be held by Cigna. Subject to the forfeiture provisions of
paragraph 4(c), your right to receive accumulated dividends on a Share will vest on the
scheduled Vesting Date for the Share described in the Appendix (Scheduled Vesting Date).
Once a Share vests, your right to future dividends on the Share, and the method of
payment, will be the same as for any other Cigna shareholder.
(c) If you forfeit a Share, you will also forfeit the right to any accumulated and future
dividends related to the Share. Even if you do not forfeit a Share, you will forfeit the right
to any accumulated dividends on the Share if you have a Termination before the Scheduled
Vesting Date for a Share (even if the Share vests under paragraph 3).
(d) Vested accumulated dividends, less applicable taxes withheld, will be paid to you in a
lump sum within 70 days after the Scheduled Vesting Date. Cigna will not pay any interest
on the accumulated dividends.

5. Taxes at Vesting
When the Shares vest, you must satisfy any required tax withholding obligation. Cigna reserves
the right to withhold enough newly-vested Shares to cover all or part of any applicable tax
withholding. However, if section 83(b) of the U.S. Internal Revenue Code of 1986, as amended,
applies to you and you make a timely election under that provision, you must make an immediate
cash payment to satisfy any required tax withholding obligation.

6. Book-Entry Shares; Sale of Shares

(a) Cigna (or a custodian appointed by Cigna) will hold your Shares before and after vesting in
book-entry form in a Stock Account. That is, a record of your Share ownership will be
kept electronically.
(b) You may generally sell or transfer vested Shares at any time, but your right to sell the
Shares after they vest may be limited by Cigna. This right is subject to the terms of Cigna's
Securities Transactions and Insider Trading Policy, and Cigna reserves the right, for any
reason at any time, to suspend or delay action on any request you make to sell the Shares.

7. Conditions of Grant
(a) By accepting the grant, you are agreeing:
(1) to the Inventions provision in paragraph 7(b);
(2) to the restrictions contained in the attached Covenant Agreement and in paragraph
7(c)(2) below (such restrictions collectively, the “Promises”);
(3) to notify Cigna if you accept an offer to perform services for any individual or
entity while you are subject to the non-competition Promise under the Covenant
Agreement. Such notice shall be provided by email to noncompete@express-
scripts.com within 10 days of your acceptance of the offer and shall identify the
individual or entity and your anticipated start date;
(4) to disclose the terms of the Promises (including, without limitation, the Promises
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related to non-solicitation and non-competition) and the consequences of a

Violation to any individual or entity for whom you perform services during the
12 month period immediately following your Termination; and
(5) not to engage in any activity that would constitute a Violation (as defined below).

You understand and agree that the conditions of the grant set forth in this paragraph 7(a)
are a material part of the inducement for Cigna's granting you the Shares and essential pre-
conditions to your eligibility to exercise any rights associated with the Shares and retain
any benefit from the vesting of the Shares.
The award of Shares pursuant to this Restricted Stock Grant is expressly conditioned on
your acceptance of the terms and conditions of this Grant and of the attached Covenant
Agreement. If you decide to accept this Restricted Stock Grant, you are accepting and
agreeing to all of the terms and conditions of this Grant and of the attached Covenant
Agreement, which include, among other things, restrictive covenants such as non-
competition, customer and employee non-solicitation and non-disclosure provisions and
litigation cooperation and intellectual property assignment and assistance provisions.
You should review the terms of this Grant and the Covenant Agreement carefully to ensure
that you understand what they say and what your responsibilities and obligations are
before you click on the accept button to acknowledge and agree to this Grant.
(b) Inventions
(1) You hereby assign and promise to assign to Cigna companies or their designee, all
your right, title, and interest in and to any and all current and future Inventions. You
acknowledge that all original works of authorship which you make (whether alone or
jointly with others) within the scope of your Cigna company employment and which are
protectable by copyright are “works made for hire,” as defined in the United States
Copyright Act.
(2) You agree to (i) maintain and make available adequate current records, including
electronic records, notes, sketches and drawings, of all Inventions you make, and (ii)
disclose such Inventions in writing upon request. These records will remain the property of
Cigna companies.
(3) If in the course of your Cigna company employment, you incorporate a Prior
Invention into any Cigna company work product, you grant Cigna companies a
nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to use the Prior
Invention as part of or in connection with the work product. Within 45 days after the date
of this grant, you agree to notify Cigna Shareholder Services
(shareholderservices@Cigna.com) of any Prior Inventions that you are not assigning under
this paragraph 7(b).
(4) “Inventions” means any and all inventions, original works of authorship,
developments, concepts, sales methods, improvements, trade secrets, or similar intellectual
property, whether or not patentable or registrable under copyright or similar laws, that
relate to any Cigna company’s current or proposed business, work products or research and
development which you have or will solely or jointly conceive, develop, reduce to practice,
or fix during your Cigna company employment.
(5) “Prior Inventions” means all inventions, original works of authorship,
developments, concepts, sales methods, improvements, trade secrets or similar intellectual
property, whether or not patentable or registrable under copyright or similar laws, that
relate to any Cigna company’s current or proposed business, work products or research and
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 Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 92 of 231 PageID #: 92

development which you conceived, developed, reduced to practice or fixed before your
Cigna company employment and which belong to you.
(c) Violation
You will engage in a “Violation” if, directly or indirectly, you engage in any willful
misconduct as described in paragraph 7(c)(1) below, or you break any of the Promises.
(1) Willful Misconduct:
(A) You have a Termination initiated by a Cigna company because you
engaged in conduct that constitutes a gross violation of Cigna's Code of
Ethics and Principles of Conduct or other employment policies.
(B) You do anything else while an employee of any Cigna company that is not
discovered by the company until after your Termination and that would, if
you had still been employed at the time of the discovery, be reason for
your Termination for willful misconduct, as described above.
(2) Promise to Assist with Patent and Copyright Registrations:
(A) You Promise that, during your Cigna company employment and after your
Termination, you will assist Cigna companies, should they request and at
Cigna's expense, to secure their rights (including any copyrights, patents,
trademarks or other intellectual property rights) in or relating to the
Inventions in any and all countries, including by:
(i) disclosing to Cigna companies all pertinent information and data;
and
(ii) executing all applications, assignments or other instruments
necessary to apply for and obtain these rights and assign them to
Cigna companies.
(d) (1) If you were an Executive Officer at any time during the 24-month period before
the date of a Violation of the Covenant Agreement, the Committee will have the
sole discretion to waive your obligation to make all or any part of the Payment
(described in paragraph 8) and to impose conditions on any waiver.
(2) If you are in Career Band 6 or higher on your Termination date but not subject to
paragraph 7(d)(1) above, Cigna's Restrictive Covenant Review Committee will
have the sole discretion to waive your obligation to make all or any part of the
Payment (described in paragraph 8) and to impose conditions on any waiver.
(3) Otherwise, Cigna's Senior Human Resources Officer, or his or her designee, will
have the sole discretion to waive your obligation to make all or any part of the
Payment and to impose conditions on any waiver.
(4) Determinations of the Committee, the Restrictive Covenant Review Committee, or
Cigna's Senior Human Resources Officer (or his or her designee), will be final and
binding on all parties.

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8. Consequences of a Violation: Payment to Cigna

Important: This paragraph 8 is not Cigna's only remedy for a Violation. Cigna may seek any
additional legal or equitable remedy, including as described in the Covenant Agreement.
(a) You will immediately forfeit all unvested Shares if you engage in any Violation at any
time.
(b) You must immediately make the Payment described in paragraph 8(c) to Cigna in the
manner described in paragraph 8(d) if:
(1) You engage in a Violation of the non-competition or non-solicitation restrictions of
the Covenant Agreement; or
(2) You engage in a Violation described in paragraph 7(c)(1) (willful misconduct) or
any other Violation (e.g. you disclose Cigna company Confidential Information in
violation of the Covenant Agreement) at any time.
(c) “Payment” is the value you realize from any Shares that vest during the 12-month period
prior to the date of your Termination and thereafter. The Payment will equal:
(1) The number of Shares that vest during the applicable period;
multiplied by
(2) The Fair Market Value of those Shares on their Vesting Date;
plus
(3) The total amount of all dividends, if any, paid to you on those Shares through the
date of the Payment.
(d) Cigna will recover the Payment from you by any means permitted by applicable law, at the
sole discretion of Cigna management, including but not limited to any or all of the
following methods:
(1) If you have any Shares in a Stock Account or in any other account in book-entry
form when a Violation occurs, Cigna will take back from you the whole number of
Shares that has a total Fair Market Value as of the date of the Violation up to, but
not more than, the Payment amount.
(2) Cigna will, to the extent permitted by applicable law, reduce:
(A) The amount of any payments that any Cigna company owes you for any
reason (including without limit any payments owed to you under any
nonqualified retirement, deferred compensation or other plan or
arrangement) by
(B) The Payment amount.
This reduction will not occur until the date a future payment to you is due.
(3) Cigna will send you a written notice and demand for all or part of any Payment
amount. Within 30 days after you receive that notice and demand, you must make
the Payment to Cigna.

9. Consequences of a Violation: Designation of Cigna as Agent and Attorney-in-Fact for

Inventions
You agree that:

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(a) If Cigna Companies are unable to obtain your signature on any instruments needed to
secure their rights in or relating to the Inventions pursuant to paragraph 7(c)(2)(A); then
(b) You hereby appoint Cigna companies and their duly authorized officers as your agents and
attorneys in fact to act for and on your behalf to execute and file any documents and take
other actions as may be necessary for Cigna companies to secure those rights.
10. Agreeing to Assume Risks
Cigna, its stock plan administrator and its transfer agent will try to process your stock transaction
requests in a timely manner; however, Cigna makes no promises or guarantees to you relating to
the market price of the Shares or to the time it may take to act on your request to sell the Shares.
By accepting this Restricted Stock grant:
(a) You acknowledge that the action you request may not be completed until several days after
you submit it.
(b) You agree to assume the risks, including the risk that the market price of the Shares may
change, related to delays described in paragraph 10(a) between the time you ask for any
Shares to be sold and the time your Shares are actually sold.
11. Applicable Law
You understand and agree that, except as otherwise provided in the Covenant Agreement, the terms
and conditions of this Restricted Stock Grant and all determinations made under the Restricted
Stock Grant Agreement, the Plan, and these Terms and Conditions will be interpreted under the
laws of the State of Delaware, without regard to its conflict of laws rule.
For the avoidance of doubt, the terms and conditions of the Covenant Agreement and all
determinations made under the Covenant Agreement will be interpreted under applicable state law
as set forth in the Covenant Agreement.
12. Arbitration
Except as otherwise provided in the Covenant Agreement, if you have an agreement with Cigna to
arbitrate employment-related disputes, you agree to resolve any disputes relating to this Restricted
Stock Grant through arbitration.
13. Acceptance
If you disagree with any of these Terms and Conditions or the terms and conditions of the
Covenant Agreement, YOU MUST NOT ACCEPT THE RESTRICTED STOCK GRANT. If
you sign the Restricted Stock Grant or the Covenant Agreement, or acknowledge your acceptance
electronically or otherwise, you will be:
(a) Agreeing to all the terms and conditions of the Restricted Stock Grant and of the Covenant
Agreement, including the Inventions provision in paragraph 7(b) and all of the Promises;
(b) Warranting and representing to Cigna that you are, and will remain, in full compliance
with all applicable terms and conditions;
(c) Authorizing Cigna to recover the Payment described in paragraph 8 and to seek any other
available remedy pursuant to the Covenant Agreement, if you engage in a Violation; and

(d) Appointing Cigna as your agent and attorney-in-fact to secure rights with respect to
Inventions if unable to obtain your signature as described in paragraph 9.

2021 US RSG Grant Agreement including Terms and Conditions

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L8T4UL8W

03/17/2021 08:14 AM U.S. Eastern Standard Time

ACCEPTED

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Appendix: Vesting Schedule

Date Quantity
03/01/2022 701
03/01/2023 702
03/01/2024 702
Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 97 of 231 PageID #: 97

EXHIBIT F
 Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 98 of 231 PageID #: 98

Cigna Corporation

Cigna Long-Term Incentive Plan: Nonqualified Stock Option Grant Agreement

Cigna Corporation (“Cigna”) has granted you the option to purchase the number of shares of Cigna
Common Stock set forth below in this Option Grant Agreement (“Option Grant”) under the Cigna Long-
Term Incentive Plan (“Plan”). The date of your Option Grant (“Grant Date”), the dates on which your
Option Grant is scheduled to vest (“Vesting Dates”) and the date on which it is scheduled to expire
(“Expiration Date”) are also indicated below. The award is subject to the provisions of the Plan and the
Terms and Conditions below.

The award of Options pursuant to this Nonqualified Stock Option Grant is expressly conditioned on your
acceptance of the terms and conditions of this Option Grant and of the attached Confidentiality, Non-
Competition and Non-Solicitation Agreement (or, with respect to Cigna company employment in
California, the attached Confidentiality and Non-Solicitation Agreement) (as applicable, the “Covenant
Agreement”). You should carefully read all the terms and conditions of this Option Grant and the
attached Covenant Agreement and be sure you understand what they say and what your responsibilities
and obligations are before you click on the ACCEPT button to acknowledge and agree to this Option
Grant.

If you are not willing to agree to all of the Option Grant and Covenant Agreement terms and conditions,
do not accept the Option Grant and do not click the ACCEPT button for the Option Grant
Acknowledgment and Agreement. If you do not accept the Option Grant, you will not receive the
benefits of the Option Grant.

If you do click on the ACCEPT button, you are accepting and agreeing to all of the terms and
conditions of this Option Grant and the Covenant Agreement, which include, among other things,
restrictive covenants such as non-competition, customer and employee non-solicitation and non-
disclosure provisions and litigation cooperation and intellectual property assignment and assistance
provisions.

Participant: AMY J BRICKER

Grant Type: NQ
Plan Name: Cigna Long-Term Incentive Plan

Grant Date: 02/24/2021

Grant Expiration Date: 02/24/2031
Total Options Granted: 10,038
Option Price: $213.8000 (USD)

Vesting Schedule: Please refer to Appendix: Vesting Schedule on the last page of this
document

In addition to this Nonqualified Stock Option Grant and the attached Covenant Agreement, you should
also read the Plan Document and Key Contacts and Reference Materials document (attached to the Plan)
and indicate that you have done so and agree to the terms of all documents attached to this Option Grant
by checking the appropriate box in the online grant acceptance process. The Key Contacts and Reference
Materials document contains information on how to get important stock award information (such as the
Plan Prospectus, Tax Considerations and Cigna's Securities Transactions and Insider Trading Policy) and
whom to contact if you have questions.

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Please be aware that the Cigna Securities Transactions and Insider Trading Policy places restrictions on
your transactions in Cigna securities and requires certain Cigna employees to obtain advance permission
from the Corporate Secretary before executing transactions in Cigna securities.

If you have questions about your award, please contact Cigna Shareholder Services by email at
shareholderservices@cigna.com or by phone at 215.761.3516.

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Important Notice: Option Grant and Covenant Agreement Acknowledgment and Agreement

By clicking on the ACCEPT button, I:

Acknowledge and represent to Cigna that I have:

1. received the Option Grant, the Terms and Conditions of the Option Grant and the Covenant
Agreement;
2. read and understand their terms and conditions, which include, among other things, restrictive
covenants such as non-competition, customer and employee non-solicitation and non-disclosure
provisions and litigation cooperation and intellectual property assignment and assistance
provisions; and
3. received answers to any questions I had about the Option Grant, the Terms and Conditions of the
Option Grant and the Covenant Agreement and their respective terms and conditions, including
the applicable restrictive covenants.

Scroll down for the TERMS AND CONDITIONS of the Option Grant.

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TERMS AND CONDITIONS OF YOUR 2021 GRANT

OF A NONQUALIFIED STOCK OPTION

These Terms and Conditions are an important part of your grant of a nonqualified stock option (Option)
from Cigna Corporation (Cigna). The terms of your Option are in (a) the electronic Option Grant
Agreement above, (b) these Terms and Conditions, (c) the Covenant Agreement, and (d) the applicable
Plan provisions.

Certain words in this document with first letters capitalized are defined in the Option Grant Agreement
above, these Terms and Conditions or Article 2 of the Plan. This grant is void if you are not an employee
of Cigna or a Subsidiary (a Cigna company) on the Grant Date.

1. The Option
The Option gives you the right to buy a certain number of shares of Cigna Common Stock (Shares)
during the Option Period (described in paragraph 2) at the Option Price. Your Option Grant Agreement
lists the number of Shares and your Option Price. To buy the Shares at the Option Price, you must
exercise the Option.

2. Option Period; Vesting

(a) You can exercise the Option only during the Option Period. The Option becomes exercisable, or
“vests,” on the first day of the Option Period and expires on the last day of the Option Period.
(b) The Option Period for the Shares (or for a portion of the Shares) starts on the applicable Vesting
Date as shown in the Appendix: Vesting Schedule. The Appendix contains the Vesting Schedule
for the Option.
(c) The Option Period for all the Shares ends, and the Option will expire, the earlier of (1) 5:00 p.m.
Philadelphia time on the Expiration Date or (2) upon your Termination as described under Early
Expiration in paragraph 4.

3. Early or Continued Vesting

The Option may vest earlier than the dates listed on the Appendix or continue to vest after your
Termination date, as described here. If your Termination occurs before the Option vests under the
Vesting Schedule set forth on the Appendix, the Option will vest on your Termination date or continue to
vest after your Termination date (as applicable), but only if your Termination is described in this
paragraph 3.
(a) The Option will fully vest on your Termination date if your Termination is due to death or
Disability or a Termination Upon a Change of Control.
Whether there is a Termination Upon a Change of Control for purposes of this Option Grant is
determined by reference to a Change of Control (as defined in the Plan) of the entity issuing this
grant (Cigna Corporation) and not by reference to a Change of Control of any predecessor entity
of Cigna Corporation.
(b) The Option may continue to vest following your Termination due to Early Retirement or
Retirement if:

(1) The date of Termination due to your Early Retirement or Retirement is at least six (6)
months after the Grant Date, provided that this requirement may be waived by (i) Cigna's
Senior Human Resources Officer in certain limited and unanticipated circumstances, or
(ii) with respect to the CEO or any executive officer who is subject to the requirements of
Section 16(a) of the Exchange Act (“Executive Officer”), the Committee;

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(2) You will not be receiving severance pay from any Cigna company (whether under any
severance benefit plan or any contract, agreement or arrangement);
(3) You continue to comply with the terms and conditions of the Covenant Agreement and
any other restrictive covenant agreement(s) applicable to you during the continued
vesting period; and
(4) The Committee or its designee (including Cigna’s Senior Human Resources Officer)
approves the continued vesting before your Termination.
If you want to be considered for continued vesting when you retire, you must ask your manager
or human resources representative far enough in advance of your retirement so there is time to
process your request.
A Termination resulting from a Cigna divestiture, outsourcing or other business transaction where
you become employed by the buyer, vendor or other entity involved in the transaction will not
constitute a Retirement or Early Retirement under this paragraph 3(b).
(c) The Option will continue to vest for a period of twelve (12) months following the date of your
Involuntary Termination as if you had remained employed for such twelve (12) month period.
For example, if the date of your Involuntary Termination is June 1, 2021 you will vest in any
portion of the Option scheduled to vest on or before June 1, 2022 on the otherwise scheduled
Vesting Date.

The continued vesting described in this paragraph 3(c) is subject to (and contingent upon) your
ongoing compliance with the terms and conditions of the Covenant Agreement and any other
restrictive covenant agreement(s) applicable to you during the continued vesting period.

(d) Except with respect to the CEO or any Executive Officer, if approved by Cigna's Senior Human
Resources Officer, or his or her designee, before your Termination, your Option may continue to
vest following your Termination if you (1) continue to provide services to Cigna as a consultant
or contractor under the terms of an agreement and release between you and Cigna, and (2)
continue to comply with the terms and conditions of the Covenant Agreement and any other
restrictive covenant agreement(s) applicable to you during the continued vesting period.

The continued vesting period, if any, under this paragraph 3(d) shall be equal to the period of
your continued services to Cigna as a consultant or contractor under the terms of an agreement
and release.

(e) For avoidance of doubt, the continued vesting described in paragraphs 3(b), 3(c) and 3(d) above
is expressly subject to (and contingent upon) your ongoing compliance with the Covenant
Agreement and any other restrictive covenant agreement(s) applicable to you during the
continued vesting period. If a Violation (as defined below) occurs or is discovered following
your Termination, then, in addition to any other remedies available to Cigna under this Option
Grant Agreement or the Covenant Agreement, any then outstanding portion of this Option
(whether vested or unvested) shall be immediately and automatically cancelled and forfeited.

4. Early Expiration upon Termination; Exceptions

(a) Upon your Termination (other than a Termination for Cause), the Option will expire on the earlier
of the Expiration Date or ninety (90) days after your Termination date unless one of the
exceptions described in paragraph 4(b) through (f) applies.
(b) If (1) your Termination is because of your death, Disability or Retirement, and (2) you will not be
receiving severance pay from any Cigna company (whether under any severance benefit plan or
any contract, agreement or arrangement), then the Option will expire at 5:00 p.m. Philadelphia
time on the Expiration Date.
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(c) If your Termination is because of your Early Retirement, and you will not be receiving severance
pay from any Cigna company (whether under any severance benefit plan or any contract,
agreement or arrangement), the Option will expire at 5:00 p.m. Philadelphia time on:
(1) The earlier of the Expiration Date or the third anniversary of your Termination date; or
(2) The Expiration Date if, within six months before your Termination date, you were an
Executive Officer.
(d) If your Termination is an Involuntary Termination, the Option will expire on the earlier of (1) the
Expiration Date or (2) ninety (90) days after the first anniversary of your Termination date.

(e) If your Termination is Upon a Change of Control (of Cigna Corporation), the Option will expire
on the earlier of the Expiration Date or the third anniversary of your Termination date.

(f) The Option will expire immediately upon your Termination for Cause.

5. Exercising the Option; Tax Withholding

(a) Cigna may limit your rights to exercise the Option and to sell any Shares you acquire by
exercising the Option. Your rights are subject to the terms of Cigna's Securities Transactions and
Insider Trading Policy, and Cigna reserves the right, for any reason at any time, to suspend or
delay action on any request you make to exercise the Option or sell the Shares. To comply with
legal requirements, Cigna may restrict the method by which you exercise the Option.
(b) If, because of limitations imposed by applicable law, you cannot exercise the Option before it
expires, then the Option will not expire on the date described in paragraph 4. Instead, the Option
Period will be extended temporarily until the earlier of (1) ten business days after the first date on
which the Option again becomes exercisable without the limitations or (2) 5:00 p.m. Philadelphia
time on the Expiration Date.
(c) To exercise all or part of the Option, you must (1) complete and submit any required Option
exercise form or electronic exercise instructions and (2) pay the Option Price and any required tax
withholding.
(d) You may pay the Option Price with cash. If you pay with cash, you must also pay any applicable
withholding tax liability in cash before Shares will be deposited in your Stock Account or
delivered to you.
(e) If you are a Cigna company employee when you exercise the Option, you may pay the Option
Price with Shares that are in your Stock Account if:
(1) you first purchased the shares on the open market; or
(2) at least six months have elapsed after the:
(A) grant date, if you received the shares as a grant of unrestricted Shares;
(B) vesting date, if you received them as a grant of Restricted Stock; or
(C) purchase date, if you bought them through a previous option exercise.
You will not be allowed to pay the Option Price with Shares if Cigna in its sole discretion
determines that it would risk adverse tax or accounting consequences as a result. If you are not a
Cigna company employee when you exercise the Option, or if your beneficiary or estate exercises
the Option, the Option Price cannot be paid in shares of stock.
(f) If you pay the Option Price in Shares:
(1) You must exercise the Option for at least 50 Shares.

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If there are not at least 50 Shares underlying the Option, you must exercise the Option for
all the Shares.
(2) You must pay any applicable tax-withholding obligation.
Cigna reserves the right to withhold from the Shares you purchase enough Shares to meet
all or part of any applicable tax-withholding obligation.
If you are an Executive Officer when you exercise the Option, you may satisfy part of the
withholding obligation by remitting to Cigna Shares you have owned for at least six
months as of the date the withholding obligation arises.
(g) You may pay the Option Price through a cashless exercise of the Option. Cigna reserves the right
to change the rules that apply to cashless exercises, or end your ability to do a cashless exercise,
at any time.

6. Book-Entry Shares
Cigna (or a custodian appointed by Cigna) will hold any Shares you, your beneficiary or estate acquire
upon exercise of the Option in book-entry form in a Stock Account. That is, a record of Share ownership
will be kept electronically.

7. Conditions of Grant
(a) By accepting the grant, you are agreeing:
(1) to the Inventions provision in paragraph 7(b);
(2) to the restrictions contained in the attached Covenant Agreement and in paragraph 7(c)(2)
below (such restrictions collectively, the “Promises”);
(3) to notify Cigna if you accept an offer to perform services for any individual or entity
while you are subject to the non-competition Promise under the Covenant Agreement.
Such notice shall be provided by email to noncompete@express-scripts.com within 10
days of your acceptance of the offer and shall identify the individual or entity and your
anticipated start date;
(4) to disclose the terms of the Promises (including, without limitation, the Promises
related to non-solicitation and non-competition) and the consequences of a Violation (as
defined below) to any individual or entity for whom you perform services during the 12
month period immediately following your Termination; and
(5) not to engage in any activity that would constitute a Violation (as defined below).
You understand and agree that the conditions of the grant set forth in this paragraph 7(a) are a
material part of the inducement for Cigna's granting you the Option and essential pre-conditions
to your eligibility to exercise any rights associated with the Option and retain any benefit from
exercising the Option.
The award of Options pursuant to this Nonqualified Stock Option Grant is expressly conditioned
on your acceptance of the terms and conditions of this Option Grant and of the attached Covenant
Agreement. If you decide to accept this Nonqualified Stock Option Grant, you are accepting and
agreeing to all of the terms and conditions of this Option Grant and of the attached Covenant
Agreement, which include, among other things, restrictive covenants such as non-competition,
customer and employee non-solicitation and non-disclosure provisions and litigation cooperation
and intellectual property assignment and assistance provisions.
You should review the terms of this Option Grant and the Covenant Agreement carefully to
ensure that you understand what they say and what your responsibilities and obligations are
before you click on the accept button to acknowledge and agree to this Option Grant.

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(b) Inventions
(1) You hereby assign and promise to assign to Cigna companies or their designee, all your
right, title, and interest in and to any and all current and future Inventions. You acknowledge that
all original works of authorship which you make (whether alone or jointly with others) within the
scope of your Cigna company employment and which are protectable by copyright are “works
made for hire,” as defined in the United States Copyright Act.
(2) You agree to (i) maintain and make available adequate current records, including
electronic records, notes, sketches and drawings, of all Inventions you make, and (ii) disclose
such Inventions in writing upon request. These records will remain the property of Cigna
companies.
(3) If in the course of your Cigna company employment, you incorporate a Prior Invention
into any Cigna company work product, you grant Cigna companies a nonexclusive, royalty-free,
irrevocable, perpetual, worldwide license to use the Prior Invention as part of or in connection
with the work product. Within 45 days after the date of this grant, you agree to notify Cigna
Shareholder Services (shareholderservices@Cigna.com) of any Prior Inventions that you are not
assigning under this paragraph 7(b).
(4) “Inventions” means any and all inventions, original works of authorship, developments,
concepts, sales methods, improvements, trade secrets, or similar intellectual property, whether or
not patentable or registrable under copyright or similar laws, that relate to any Cigna company’s
current or proposed business, work products or research and development which you have or will
solely or jointly conceive, develop, reduce to practice, or fix during your Cigna company
employment.
(5) “Prior Inventions” means all inventions, original works of authorship, developments,
concepts, sales methods, improvements, trade secrets or similar intellectual property, whether or
not patentable or registrable under copyright or similar laws, that relate to any Cigna company’s
current or proposed business, work products or research and development which you conceived,
developed, reduced to practice or fixed before your Cigna company employment and which
belong to you.
(c) Violation
You will engage in a “Violation” if, directly or indirectly, you engage in any willful misconduct
as described in paragraph 7(c)(1) below or you break any of the Promises.
(1) Willful Misconduct:
(A) You have a Termination initiated by a Cigna company because you engaged in
conduct that constitutes a gross violation of Cigna's Code of Ethics and
Principles of Conduct or other employment policies.
(B) You do anything else while an employee of any Cigna company that is not
discovered by the company until after your Termination and that would, if you
had still been employed at the time of the discovery, be reason for your
Termination for willful misconduct, as described above.
(2) Promise to Assist with Patent and Copyright Registrations:
(A) You Promise that, during your Cigna company employment and after your
Termination, you will assist Cigna companies, should they request and at Cigna’s
expense, to secure their rights (including any copyrights, patents, trademarks or
other intellectual property rights) in or relating to the Inventions in any and all
countries, including by:

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(i) disclosing to Cigna Companies all pertinent information and data; and
(ii) executing all applications, assignments or other instruments necessary to
apply for and obtain these rights and assign them to Cigna companies.
(d) (1) If you were an Executive Officer at any time during the 24-month period before the date
of a Violation of the Covenant Agreement, the Committee will have the sole discretion to
waive your obligation to make all or any part of the Payment (described in paragraph 8)
and to impose conditions on any waiver.
(2) If you are in Career Band 6 or higher on your Termination date but not subject to
paragraph 7(d)(1) above, Cigna's Restrictive Covenant Review Committee will have the
sole discretion to waive your obligation to make all or any part of the Payment (described
in paragraph 8) and to impose conditions on any waiver.
(3) Otherwise, Cigna's Senior Human Resources Officer, or his or her designee, will have the
sole discretion to waive your obligation to make all or any part of the Payment and to
impose conditions on any waiver.
(4) Determinations of the Committee, the Restrictive Covenant Review Committee, or
Cigna's Senior Human Resources Officer (or his or her designee), will be final and
binding on all parties.

8. Consequences of a Violation: Payment to Cigna

Important: This paragraph 8 is not Cigna's only remedy for a Violation. Cigna may seek any
additional legal or equitable remedy, including as described in the Covenant Agreement.
(a) If you engage in any Violation at any time, Cigna will cancel any part of the Option you have not
yet exercised.

(b) You must immediately make the Payment described in paragraph 8(c) to Cigna in the manner
described in paragraph 8(d) if:
(1) You engage in a Violation of the non-competition or non-solicitation restrictions of the
Covenant Agreement; or
(2) You engage in a Violation described in paragraph 7(c)(1) (willful misconduct) or any
other Violation (e.g. you disclose Cigna company Confidential Information in violation
of the Covenant Agreement) at any time.
(c) The Payment requirement applies only to the parts of the Option, if any, that you exercise during
the 24-month period prior to the date of your Termination and thereafter. “Payment” means the
amount equal to:

(1) the number of Shares you acquire when you exercise the Option;
multiplied by

(2) the excess of (A) the Fair Market Value on the date you exercise the Option over (B) the
Option Price;
plus

(3) the total amount of all dividends, if any, paid on those Shares through the date of the
Payment.

(d) Cigna will recover the Payment from you by any means permitted by applicable law, at the sole
discretion of Cigna management, including but not limited to any or all of the following methods:

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(1) If you have any Shares in a Stock Account or in any other account in book-entry form
when a Violation occurs, Cigna will take back from you the whole number of Shares that
has a total Fair Market Value as of the date of the Violation up to, but not more than, the
Payment amount.
(2) Cigna will, to the extent permitted by applicable law, reduce:
(A) The amount of any payments that any Cigna company owes you for any reason
(including without limit any payments owed to you under any nonqualified
retirement, deferred compensation or other plan or arrangement) by
(B) The Payment amount.
This reduction will not occur until the date a future payment to you is due.
(3) Cigna will send you a written notice and demand for all or part of any Payment amount.
Within 30 days after you receive that notice and demand, you must make the Payment to
Cigna.

9. Consequences of a Violation: Designation of Cigna as Agent and Attorney-in-Fact for

Inventions
You agree that:
(a) If Cigna Companies are unable to obtain your signature on any instruments needed to secure their
rights in or relating to the Inventions pursuant to paragraph 7(c)(2)(A); then
(b) You hereby appoint Cigna companies and their duly authorized officers as your agents and
attorneys in fact to act for and on your behalf to execute and file any documents and take other
actions as may be necessary for Cigna companies to secure those rights.
10. Agreeing to Assume Risks
Cigna, its stock plan administrator and its transfer agent will try to process your stock transaction requests
in a timely manner; however, Cigna makes no promises or guarantees to you relating to the market price
of the Shares or to the time it may take to act on your request to exercise the Option, or sell the Shares.
By accepting this Option grant:
(a) You acknowledge that the action you request may not be completed until several days after you
submit it.
(b) You agree to assume the risks, including the risk that the market price of the Shares may change,
related to delays described in paragraph 10(a):
(1) Between the time you submit an Option exercise form and the time your Option is
actually exercised; and
(2) Between the time you ask for any Shares to be sold and the time your Shares are actually
sold.
11. Applicable Law
You understand and agree that, except as otherwise provided in the Covenant Agreement, the terms and
conditions of this Option Grant and all determinations made under the Nonqualified Stock Option Grant
Agreement, the Plan, and these Terms and Conditions will be interpreted under the laws of the State of
Delaware, without regard to its conflict of laws rule.
For the avoidance of doubt, the terms and conditions of the Covenant Agreement and all determinations
made under the Covenant Agreement will be interpreted under applicable state law as set forth in the
Covenant Agreement.

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12. Arbitration
Except as otherwise provided in the Covenant Agreement, if you have an agreement with Cigna to
arbitrate employment related disputes, you agree to resolve any disputes relating to this Nonqualified
Stock Option Grant through arbitration.

13. Acceptance
If you disagree with any of these Terms and Conditions, or the terms and conditions of the
Covenant Agreement, YOU MUST NOT ACCEPT THE OPTION GRANT. If you sign the Option
grant or the Covenant Agreement, or acknowledge your acceptance electronically or otherwise, you will
be:
(a) Agreeing to all the terms and conditions of the Option grant and of the Covenant Agreement,
including the Inventions provision in paragraph 7(b) and all of the Promises;
(b) Warranting and representing to Cigna that you are, and will remain, in full compliance with all
applicable terms and conditions;
(c) Authorizing Cigna to recover the Payment described in paragraph 8 and to seek any other
available remedy pursuant to the Covenant Agreement if you engage in a Violation; and

(d) Appointing Cigna as your agent and attorney-in-fact to secure rights with respect to Inventions if
unable to obtain your signature as described in paragraph 9.

2021 US Option Grant Agreement including Terms and Conditions

L8T4UP7S

03/17/2021 08:15 AM U.S. Eastern Standard Time

ACCEPTED

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Appendix: Vesting Schedule

Date Quantity
03/01/2022 3,346
03/01/2023 3,346
03/01/2024 3,346
Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 110 of 231 PageID #: 110

EXHIBIT G
Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 111 of 231 PageID #: 111

Cigna Corporation

Cigna Long-Term Incentive Plan: Strategic Performance Share Grant Agreement

Cigna Corporation (“Cigna”) has granted you the number of strategic performance shares set forth
below in this Strategic Performance Share Grant Agreement (“Strategic Performance Share Grant”
or “Grant”) under the Cigna Long-Term Incentive Plan (“Plan”). The date of your Strategic
Performance Share Grant (“Grant Date”) is also indicated below. The award is subject to the
provisions of the Plan and the Terms and Conditions below.

The award of Shares pursuant to this Strategic Performance Share Grant is expressly conditioned
on your acceptance of the terms and conditions of this Grant and of the attached Confidentiality,
Non-Competition and Non-Solicitation Agreement (or with respect to Cigna company employment
in California, the attached Confidentiality and Non-Solicitation Agreement) (as applicable, the
“Covenant Agreement”). You should carefully read all the terms and conditions of this Strategic
Performance Share Grant and the attached Covenant Agreement and be sure you understand what
they say and what your responsibilities and obligations are before you click on the ACCEPT
button to acknowledge and agree to this Grant.

If you are not willing to agree to all of the Grant and Covenant Agreement terms and conditions, do
not accept the Grant and do not click the ACCEPT button for the Strategic Performance Share
Grant Acknowledgment and Agreement. If you do not accept the Grant, you will not receive the
benefits of the Grant.

If you do click on the ACCEPT button, you are accepting and agreeing to all of the terms and
conditions of this Strategic Performance Share Grant and the Covenant Agreement, which include,
among other things, restrictive covenants such as non-competition, customer and employee non-
solicitation and non-disclosure provisions and litigation cooperation and intellectual property
assignment and assistance provisions.

Participant: AMY J BRICKER

Grant Type: RSU
Plan Name: Cigna Long-Term Incentive Plan

Grant Date: 02/24/2021

Total Granted: 4,210
Grant Price: $0.000000 (USD)

Vesting Schedule
Shares Granted Approximate
Vest Date
100% of Shares Granted 03/01/2024

Please Note: The date shown in the Vesting Schedule chart above is not your actual vesting date.
It is an approximation of the expected vesting date and is provided due to systems requirements. In
accordance with the Terms and Conditions of your Strategic Performance Share Grant, the actual
vesting date will be determined by the People Resources Committee of the Board of Directors.

In addition to this Strategic Performance Share Grant and the attached Covenant Agreement, you
should also read the Plan Document and Key Contacts and Reference Materials document (attached
to the Plan) and indicate that you have done so and agree to the terms of all documents attached to
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this Grant by checking the appropriate box in the online grant acceptance process. The Key
Contacts and Reference Materials document contains information on how to get important award
information (such as the Plan Prospectus, Tax Considerations and Cigna's Securities Transactions
and Insider Trading Policy) and whom to contact if you have questions.

Please be aware that the Cigna Securities Transactions and Insider Trading Policy places
restrictions on your transactions in Cigna securities and requires certain Cigna employees to obtain
advance permission from the Corporate Secretary before executing transactions in Cigna securities.

If you have questions about your award, please contact Cigna Shareholder Services by email at
shareholderservices@cigna.com or by phone at 215.761.3516.

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Important Notice: Strategic Performance Share Grant and Covenant Agreement

Acknowledgment and Agreement

By clicking on the ACCEPT button, I:

Acknowledge and represent to Cigna that I have:

1. received the Strategic Performance Share Grant, the Terms and Conditions of the Strategic
Performance Share Grant and the Covenant Agreement;
2. read and understand their terms and conditions, which include, among other things,
restrictive covenants such as non-competition, customer and employee non-solicitation and
non-disclosure provisions and litigation cooperation and intellectual property assignment
and assistance provisions; and
3. received answers to any questions I had about the Grant, the Terms and Conditions of the
Grant and the Covenant Agreement and their terms and conditions, including the
applicable restrictive covenants.

Scroll down for the TERMS AND CONDITIONS of the Strategic Performance Share Grant.

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TERMS AND CONDITIONS OF YOUR 2021 GRANT

OF STRATEGIC PERFORMANCE SHARES

These Terms and Conditions are an important part of your grant of Strategic Performance Shares
from Cigna Corporation (Cigna). The terms of your Strategic Performance Share grant are in: (a)
the electronic Strategic Performance Share Grant Agreement above, (b) these Terms and
Conditions (including Schedule I), (c) the Covenant Agreement, and (d) the Cigna Long-Term
Incentive Plan (Plan).
Certain words in this document with first letters capitalized are defined in the Strategic
Performance Share Grant Agreement above, these Terms and Conditions or Article 2 of the Plan.
This grant is void if you are not an employee of Cigna or a Subsidiary (a Cigna company) on the
Grant Date.

1. Strategic Performance Shares; Performance Period

Each Strategic Performance Share (Performance Share) represents a conditional right to receive
one share of Cigna Common Stock (Share), subject to the performance, vesting and payment
provisions described below. The Performance Period applicable to your award is January 1, 2021
to December 31, 2023 (the Performance Period).
2. Restrictions
Performance Shares are subject to certain Restrictions from the Grant Date until the Payment Date
described in paragraph 4. The Restrictions are:
(a) You cannot sell or transfer the Performance Shares to anyone;
(b) Unless an exception applies (described in paragraph 4), you will forfeit (lose your right to)
your unvested Performance Shares and all related rights immediately upon your
Termination; and
(c) Of the Performance Shares awarded to you (Shares Awarded), the number of Performance
Shares, if any, that you earn and for which you may receive payment (Shares Earned) is
subject to the performance criteria described in Schedule I.
Article 11 of the Plan describes these Restrictions in more detail. In addition to these Restrictions,
you must also comply with all the terms and conditions of this grant and the Covenant Agreement.

3. Performance Shares Earned

(a) Schedule I specifies the performance criteria applicable to your Shares Awarded. Except as
provided in paragraph 4, after the end of the Performance Period, the Committee shall
determine whether and to what extent these performance criteria have been achieved for
purposes of determining the Vesting Percentage applicable to your Performance Shares
(Shares Earned Percentage).
(b) Any Shares Awarded that are not Shares Earned after giving effect to the Committee’s
determinations under this paragraph 3 shall terminate and become null and void
immediately following such determinations.
4. Eligibility for Payment
(a) Except as described in paragraph 4(b) and subject to paragraph 4(c) and paragraph 3, the
Restrictions on the Performance Shares will end (your Performance Shares will vest) on
the Payment Date described in paragraph 5, but only if you remain continuously employed
by a Cigna company until the Payment Date and comply with all the terms and conditions
of this grant and the Covenant Agreement.
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(b) Notwithstanding paragraph 4(a) and subject to paragraph 4(c) and paragraph 3, if your
Termination is before the Payment Date:
(1) Your Performance Shares will vest upon your Termination if it is a Termination
Upon a Change of Control. If your Performance Shares vest under this paragraph
4(b)(1), the Shares Earned Percentage shall be 100%.
Whether there is a Termination Upon a Change of Control for purposes of this Strategic
Performance Share grant is determined by reference to a Change of Control (as defined in
the Plan) of the entity issuing this grant (Cigna Corporation) and not by reference to a
Change of Control of any predecessor entity of Cigna Corporation.
(2) Your Performance Shares will vest upon your Termination if it is due to your death
or Disability. If your Performance Shares vest under this paragraph 4(b)(2), the
Shares Earned Percentage shall be 100%.
(3) Your Performance Shares may continue to vest following your Termination due to
your Early Retirement or Retirement if:
(i) The date of Termination due to your Early Retirement or Retirement is at
least six (6) months after the Grant Date, provided that this requirement
may be waived by (i) Cigna's Senior Human Resources Officer in certain
limited and unanticipated circumstances, or (ii) with respect to the CEO or
any executive officer who is subject to the requirements of Section 16(a)
of the Exchange Act (“Executive Officer”), the Committee;
(ii) You will not be receiving severance pay from any Cigna company
(whether under any severance benefit plan or any contract, agreement or
arrangement);
(iii) You continue to comply with the terms and conditions of the Covenant
Agreement and any other restrictive covenant agreement(s) applicable to
you during the continued vesting period; and
(iv) The Committee or its designee (including Cigna’s Senior Human
Resources Officer) approves the continued vesting before your
Termination.
If you want to be considered for continued vesting when you retire, you must ask your
manager or human resources representative far enough in advance of your retirement so
there is time to process your request. A Termination resulting from a Cigna divestiture,
outsourcing or other business transaction where you become employed by the buyer,
vendor or other entity involved in the transaction will not constitute a Retirement or Early
Retirement under this paragraph 4(b)(3).

If your Performance Shares continue to vest under this paragraph 4(b)(3), the Shares
Earned Percentage shall be determined by the Committee under paragraph 3(a) above and
then prorated based on the amount of time you were employed by a Cigna company during
the applicable Performance Period prior to your Early Retirement or Retirement date.

(4) Your Performance Shares will continue to vest following your Termination if your
Termination is an Involuntary Termination that occurs within twelve (12) months
of the Payment Date for the Performance Shares described in paragraph 5 below.
For example, if the date of your Involuntary Termination is June 1, 2023 you will
vest in any Performance Shares scheduled to be paid on or before June 1, 2024 on
the otherwise scheduled Payment Date.
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If your Performance Shares continue to vest under this paragraph 4(b)(4), the Shares
Earned Percentage shall be determined by the Committee under paragraph 3(a) above and
then prorated based on the amount of time you were employed by a Cigna company during
the applicable Performance Period prior to the date of your Involuntary Termination.

The continued vesting described in this paragraph 4(b)(4) is subject to (and contingent
upon) your ongoing compliance with the terms and conditions of the Covenant Agreement
and any other restrictive covenant agreement(s) applicable to you during the continued
vesting period.

(5) Except with respect to the CEO or any Executive Officer, if approved by Cigna's
Senior Human Resources Officer, or his or her designee, before your Termination,
your Shares may continue to vest following your Termination if you (1) continue
to provide services to Cigna as a consultant or contractor under the terms of an
agreement and release between you and Cigna, and (2) continue to comply with the
terms and conditions of the Covenant Agreement and any other restrictive
covenant agreement(s) applicable to you during the continued vesting period.
If your Performance Shares continue to vest under this paragraph 4(b)(5), the Shares
Earned Percentage shall be determined by the Committee under paragraph 3(a) above.

The continued vesting period, if any, under this paragraph 4(b)(5) shall be equal to the
period of your continued services to Cigna as a consultant or contractor under the terms of
an agreement and release.

(6) For avoidance of doubt, the continued vesting described in paragraphs 4(b)(3),
4(b)(4) and 4(b)(5) above is expressly subject to (and contingent upon) your
ongoing compliance with the Covenant Agreement and any other restrictive
covenant agreement(s) applicable to you during the continued vesting period. If a
Violation (as defined below) occurs or is discovered following your Termination,
then, in addition to any other remedies available to Cigna under this Grant or the
Covenant Agreement, any then unvested Performance Shares shall be immediately
and automatically forfeited.
(c) You must comply in all respects with the terms and conditions of this Grant and the
Covenant Agreement.

5. Payment
(a) Except as provided in paragraph 5(b) and 5(c), below, your vested Shares Earned under
this grant will be paid in the year following the close of the Performance Period on the date
within such year specified by the Committee (Payment Date).
(b) Any Performance Shares that vest on account of your Termination due to death or
Disability will be paid during the 90 day period immediately following your Termination
due to death or Disability to you (or to your estate, in the case of death).
(c) Any Performance Shares that vest on account of your Termination Upon a Change of
Control will be paid during the 30 day period immediately following your Termination
Upon a Change of Control, provided that the applicable Change of Control is a “change in
control event” under Code Section 409A.
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If the applicable Change of Control is not a “change in control event” under Code Section
409A, your vested Shares Earned will be paid as provided in paragraph 5(a) above.
(d) For each Share Earned that vests, Cigna will make payment by issuing one Share as of the
Payment Date. Until the Shares are issued to you, you will not be a Cigna shareholder, not
have the right to vote the Shares, and not receive actual dividends.

6. Taxes
Section 17.7 of the Plan shall apply to any tax withholding that may be required by law for
Performance Shares or Shares. Upon the vesting or payment of any Performance Share, Cigna
reserves the right to withhold enough newly-issued Shares to cover all or part of any applicable tax
withholding.

7. Book-Entry Shares; Sale of Shares

(a) Upon payment of the Shares as described in paragraph 5, Cigna (or a custodian appointed
by Cigna) will hold your Shares in book-entry form in a Stock Account. That is, a record
of your Share ownership will be kept electronically.
(b) You may generally sell or transfer the Shares at any time, but your right to sell the Shares
may be limited by Cigna. This right is subject to the terms of Cigna's Securities
Transactions and Insider Trading Policy, and Cigna reserves the right, for any reason at
any time, to suspend or delay action on any request you make to sell the Shares.

8. Conditions of Grant
(a) By accepting the grant, you are agreeing:
(1) to the Inventions provision in paragraph 8(b);
(2) to the restrictions contained in the attached Covenant Agreement and in paragraph
8(c)(2) below (such restrictions collectively, the “Promises”);
(3) to notify Cigna if you accept an offer to perform services for any individual or
entity while you are subject to the non-competition Promise under the Covenant
Agreement. Such notice shall be provided by email to noncompete@express-
scripts.com within 10 days of your acceptance of the offer and shall identify the
individual or entity and your anticipated start date;
(4) to disclose the terms of the Promises (including, without limitation, the Promises
related to non-solicitation and non-competition) and the consequences of a
Violation (as defined below) to any individual or entity for whom you perform
services during the 12 month period immediately following your Termination; and
(5) not to engage in any activity that would constitute a Violation (as defined below).

You understand and agree that the conditions of the grant set forth in this paragraph 8(a)
are a material part of the inducement for Cigna's granting you the Performance Shares and
essential pre-conditions to your eligibility to exercise any rights associated with the Grant
and retain any benefit from the vesting of the Performance Shares and issuance of the
Shares.
The award of Shares pursuant to this Strategic Performance Share Grant is expressly
conditioned on your acceptance of the terms and conditions of this Grant and of the
attached Covenant Agreement. If you decide to accept this Strategic Performance Share
Grant, you are accepting and agreeing to all of the terms and conditions of this Grant and
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of the attached Covenant Agreement, which include, among other things, restrictive
covenants such as non-competition, customer and employee non-solicitation and non-
disclosure provisions and litigation cooperation and intellectual property assignment and
assistance provisions.
You should review the terms of this Grant and the Covenant Agreement carefully to ensure
that you understand what they say and what your responsibilities and obligations are
before you click on the accept button to acknowledge and agree to this Grant.
(b) Inventions
(1) You hereby assign and promise to assign to Cigna companies or their designee, all
your right, title, and interest in and to any and all current and future Inventions.
You acknowledge that all original works of authorship which you make (whether
alone or jointly with others) within the scope of your Cigna company employment
and which are protectable by copyright are “works made for hire,” as defined in
the United States Copyright Act.
(2) You agree to (i) maintain and make available adequate current records, including
electronic records, notes, sketches and drawings, of all Inventions you make, and
(ii) disclose such Inventions in writing upon request. These records will remain the
property of Cigna companies.
(3) If in the course of your Cigna company employment, you incorporate a Prior
Invention into any Cigna company work product, you grant Cigna companies a
nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to use the
Prior Invention as part of or in connection with the work product. Within 45 days
after the date of this grant, you agree to notify Cigna Shareholder Services
(shareholderservices@Cigna.com) of any Prior Inventions that you are not
assigning under this paragraph 8(b).
(4) “Inventions” means any and all inventions, original works of authorship,
developments, concepts, sales methods, improvements, trade secrets, or similar
intellectual property, whether or not patentable or registrable under copyright or
similar laws, that relate to any Cigna company’s current or proposed business,
work products or research and development which you have or will solely or
jointly conceive, develop, reduce to practice, or fix during your Cigna company
employment.
(5) “Prior Inventions” means all inventions, original works of authorship,
developments, concepts, sales methods, improvements, trade secrets or similar
intellectual property, whether or not patentable or registrable under copyright or
similar laws, that relate to any Cigna company’s current or proposed business,
work products or research and development which you conceived, developed,
reduced to practice or fixed before your Cigna company employment and which
belong to you.
(c) Violation
You will engage in a “Violation” if, directly or indirectly, you engage in any willful
misconduct as described in paragraph 8(c)(1) below or you break any of the “Promises”.
(1) Willful Misconduct:
(A) You have a Termination initiated by a Cigna company because you
engaged in conduct that constitutes a gross violation of Cigna's Code of
Ethics and Principles of Conduct or other employment policies.

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(B) You do anything else while an employee of any Cigna company that is not
discovered by the company until after your Termination and that would, if
you had still been employed at the time of the discovery, be reason for
your Termination for willful misconduct, as described above.
(2) Promise to Assist with Patent and Copyright Registrations:
(A) You Promise that, during your Cigna company employment and after your
Termination, you will assist Cigna companies, should they request and at
Cigna's expense, to secure their rights (including any copyrights, patents,
trademarks or other intellectual property rights) in or relating to the
Inventions in any and all countries, including by:
(i) disclosing to Cigna Companies all pertinent information and data;
and
(ii) executing all applications, assignments or other instruments
necessary to apply for and obtain these rights and assign them to
Cigna companies.
(d) (1) If you were an Executive Officer at any time during the 24-month period before
the date of a Violation of the Covenant Agreement, the Committee will have the
sole discretion to waive your obligation to make all or any part of the Payment
(described in paragraph 9) and to impose conditions on any waiver.
(2) If you are in Career Band 6 or higher on your Termination date but not subject to
paragraph 8(d)(1) above, Cigna’s Restrictive Covenant Review Committee will
have the sole discretion to waive your obligation to make all or any part of the
Payment (described in paragraph 9) and to impose conditions on any waiver.
(3) Otherwise, Cigna's Senior Human Resources Officer, or his or her designee, will
have the sole discretion to waive your obligation to make all or any part of the
Payment and to impose conditions on any waiver.
(4) Determinations of the Committee, the Restrictive Covenant Review Committee, or
Cigna's Senior Human Resources Officer (or his or her designee), will be final and
binding on all parties.

9. Consequences of a Violation: Payment to Cigna

Important: This paragraph 9 is not Cigna's only remedy for a Violation. Cigna may seek any
additional legal or equitable remedy, including as described in the Covenant Agreement.
(a) If you engage in any Violation at any time:
(1) You will immediately forfeit all unvested Performance Shares; and
(2) No payment will be made for any Performance Shares that have vested under
paragraph 4(b) if the Violation occurs before the applicable Payment Date.
(b) You must immediately make the Payment described in paragraph 9(c) to Cigna in the
manner described in paragraph 9(d) if:
(1) You engage in a Violation of the non-competition or non-solicitation restrictions of
the Covenant Agreement; or
(2) You engage in a Violation described in paragraph 8(c)(1) (willful misconduct) or
any other Violation (e.g. you disclose Cigna company Confidential Information in
violation of the Covenant Agreement) at any time.

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(c) “Payment” is the value you realize from any Performance Shares that are paid under
paragraph 5 during the 12-month period prior to the date of your Termination and
thereafter. The Payment will equal:
(1) The number of Performance Shares that are paid during the applicable period;
multiplied by
(2) The Fair Market Value of the Shares issued on the Payment Date for those
Performance Shares;
plus
(3) The total amount of all actual dividends, if any, paid to you on those Shares
through the date of the Payment described in paragraph 9(d).
(d) Cigna will recover the Payment from you by any means permitted by applicable law, at the
sole discretion of Cigna management, including but not limited to any or all of the
following methods:
(1) If you have any Shares in a Stock Account or in any other account in book-entry
form when a Violation occurs, Cigna will take back from you the whole number of
Shares that has a total Fair Market Value as of the date of the Violation up to, but
not more than, the Payment amount.
(2) Cigna will, to the extent permitted by applicable law, reduce:
(A) The amount of any payments that any Cigna company owes you for any
reason (including without limit any payments owed to you under any
nonqualified retirement, deferred compensation or other plan or
arrangement) by
(B) The Payment amount.
This reduction will not occur until the date a future payment to you is due.
(3) Cigna will send you a written notice and demand for all or part of any Payment
amount. Within 30 days after you receive that notice and demand, you must make
the Payment to Cigna.

10. Consequences of a Violation: Designation of Cigna as Agent and Attorney-in-Fact for

Inventions
You agree that:
(a) If Cigna Companies are unable to obtain your signature on any instruments needed to
secure their rights in or relating to the Inventions pursuant to paragraph 8(c)(2)(A); then
(b) You hereby appoint Cigna companies and their duly authorized officers as your agents and
attorneys in fact to act for and on your behalf to execute and file any documents and take
other actions as may be necessary for Cigna companies to secure those rights.
11. Agreeing to Assume Risks
Cigna, its stock plan administrator and its transfer agent will try to process your stock transaction
requests in a timely manner; however, Cigna makes no promises or guarantees to you relating to
the market price of the Shares or to the time it may take to act on your request to sell the Shares.
By accepting this Strategic Performance Share grant:
(a) You acknowledge that the action you request may not be completed until several days after
you submit it.
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(b) You agree to assume the risks, including the risk that the market price of the Shares may
change, related to delays described in paragraph 11(a) between the time you ask for any
Shares to be sold and the time your Shares are actually sold.
12. Applicable Law
You understand and agree that, except as otherwise provided in the Covenant Agreement, the terms
and conditions of this Strategic Performance Share Grant and all determinations made under the
Strategic Performance Share Grant Agreement, the Plan, and these Terms and Conditions will be
interpreted under the laws of the State of Delaware, without regard to its conflict of laws rule.
For the avoidance of doubt, the terms and conditions of the Covenant Agreement and all
determinations made under the Covenant Agreement will be interpreted under applicable state law
as set forth in the Covenant Agreement.
13. Arbitration
Except as otherwise provided in the Covenant Agreement, if you have an agreement with Cigna to
arbitrate employment-related disputes, you agree to resolve any disputes relating to this Strategic
Performance Share Grant through arbitration.
14. Acceptance
If you disagree with any of these Terms and Conditions, or the terms and conditions of the
Covenant Agreement, YOU MUST NOT ACCEPT THE STRATEGIC PERFORMANCE
SHARE GRANT. If you sign the Strategic Performance Share grant, or the Covenant Agreement,
or acknowledge your acceptance electronically or otherwise, you will be:
(a) Agreeing to all the terms and conditions of the Strategic Performance Share grant and of
the Covenant Agreement, including the Inventions provision in paragraph 8(b) and all of
the Promises;
(b) Warranting and representing to Cigna that you are, and will remain, in full compliance
with all applicable terms and conditions;
(c) Authorizing Cigna to recover the Payment described in paragraph 9 and to seek any other
available remedy pursuant to the Covenant Agreement, if you engage in a Violation; and

(d) Appointing Cigna as your agent and attorney-in-fact to secure rights with respect to
Inventions if unable to obtain your signature as described in paragraph 10.

2021 US SPS Grant Agreement including Terms and Conditions

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Schedule I to
Terms and Conditions of 2021 Grants
of Strategic Performance Shares
For Performance Period 2021-2023

Shares Awarded; Shares Earned

“Shares Awarded” is the number of Performance Shares granted to an eligible employee for the
Performance Period. Shares Awarded are allocated at time of grant to the two weighted
performance measures (the “Performance Measure Components”) as follows: 50% to Total
Shareholder Return and 50% to Earnings Per Share Growth.

“Shares Earned” is determined after the end of the three-year Performance Period. Shares Earned
will range from 0% to 200% of the Shares Awarded, and the actual number of Shares Earned will
depend on the degree to which Cigna achieves the goals set at time of grant for each Performance
Measure Component, as described below under Compensation Determination, and the PRC’s
exercise of downward discretion, if applied.

Performance Measurement

The two Performance Measure Components for the 2021-2023 Performance Period are:

 Cigna's Total Shareholder Return (TSR) relative to a peer group of industry competitors,
and
 Earnings Per Share Growth for the ongoing businesses.

The formulas described below under Compensation Determination will be used to determine the
Shares Earned Percentage (called the Vesting Percentage in the Cigna Long-Term Incentive Plan).
The determination is made separately for each set of Shares Awarded that is allocated to a
Performance Measure Component. The formula for each Performance Measure Component
includes a minimum performance threshold, below which the Shares Earned Percentage for that
Performance Measure Component will be zero. In addition, the PRC has complete discretion to
apply its judgment to the results generated by the formula for the TSR Performance Measure
Component and make adjustments downward, as far down as 0%, in the Shares Earned Percentage.
For the Earnings Per Share component, the PRC will consider the CEO’s recommendation and
determine the Shares Earned percentage within the range of the applicable performance tier.

The PRC also has the right to adjust or change completely, in its sole discretion, the Performance
Measures and/or the formulas for calculating the Shares Earned percentages if Cigna or one of the
designated Peer Group companies is involved in any material merger, acquisition or divestiture
during the Performance Period.

For the Total Shareholder Return Component, the designated industry competitors (the Peer Group)
for the 2021-2023 Performance Period are: AmerisourceBergen, Anthem, Cardinal Health,
Centene, CVS, Humana, McKesson, UnitedHealth, and Walgreens Boots. These companies were
determined to be Cigna's publicly-traded peers based upon business mix and other factors.

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Compensation Determination

The compensation to be paid for each SPS award (that is, the Shares Earned) is determined in a
three-step process.

Step 1 – Calculate Total Shareholder Return Component

In determining the Shares Earned Percentage for the Total Shareholder Return Component,
relative TSR is measured against five percentage ranges of Shares Earned, at each of the
25th, 50th, 75th and 85th relative percentile rankings, and then using straight line
interpolation based on Cigna's three-year TSR for the 2021-2023 Performance Period
within the relevant percentage range to determine Shares Earned for the TSR measure.
Cigna’s TSR performance relative to TSR performance of the Peer Group companies will
determine which percentage range will be used to calculate the Shares Earned percentage.
The three-year TSR is the compound annual growth rate in share price over three years,
with dividends treated as reinvested.

In determining the Shares Earned Percentage for the TSR Component, the matrix below
will be used. Any Peer Group company that is no longer a stand-alone company at the end
of the Performance Period will not be included in the calculation. As indicated in the
matrix, the relative TSR Target is the 50th percentile, and the Threshold relative TSR
(below which no value will be allocated to the TSR component) is the 25th percentile.

TSR Performance (percentile) Shares Earned (% of

Shares Awarded)*
Maximum (>85th) 200%
Above Target (75th) 175% to 200%
Target (50th) 100% to 175%
Below Target (25th) 25% to 100%
Threshold (e.g. <25th) 0%

* The Shares Earned percentage within a defined relative TSR percentage range of achievement is
determined using straight line interpolation based on Cigna's actual TSR performance; however,
there are no Shares Earned for performance below the 25th percentile.

Step 2 – Calculate Earnings Per Share Growth Component

In determining the Shares Earned Percentage for the Earnings Per Share Growth
Component, the following matrix will be used. Management will make a recommendation
to the PRC regarding the Shares Earned within the range. It is important to note that the
maximum Shares Earned for each performance level is the top end of the range, but the
PRC has downward discretion in each level to adjust the component value down to the
lowest percentage of the range.

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Earnings Per Share Growth * Shares Earned (% of

(Based on 2020 Actual) Shares Awarded)

Cumulative earnings per share over the three-year period calculated

assuming a compound annual growth rate of 61.0% to 65.8% 160% - 200%
Cumulative earnings per share over the three-year period calculated
assuming a compound annual growth rate of 56.0% to 61.0% 120%- 160%
Cumulative earnings per share over the three-year period calculated
assuming a compound annual growth rate of 51.0% to 56.0% 80% - 120%
Cumulative earnings per share over the three-year period calculated
assuming a compound annual growth rate of 48.2.% to 51.0% 35% - 80%
*
The assumed compound annual growth rates are used to define dollar targets for each
performance range. Achievement of the performance goal is measured in actual dollars,
not percentage growth.

Step 3 - Determine the Total Shares Earned

The number of Shares Awarded to an award recipient for the Performance Period that was
allocated to each Performance Measure Component is multiplied by the approved Shares
Earned Percentage for that Component as follows:

Steps 1 and 2 Step 3

50% of Shares Awarded
Shares Earned Number of Shares Earned for
x allocated to TSR x
Percentage from Step 1 = TSR Component
Component
Total Shares
Awarded 50% of Shares Awarded
Number of Shares Earned for
allocated to Earnings Shares Earned
x x Earnings Per Share Growth
Per Share Growth Percentage from Step 2 =
Component
Component

Sum of this Column = Total

Number of Shares Earned

The number of Shares Earned for each Performance Measure Component are added together to
determine total number of Shares Earned by the award recipient for the Performance Period. There
will not be any fractional Shares Earned; the number of Shares Earned will be rounded following
normal rounding rules. The total number of Shares Earned cannot exceed 200% of the Shares
Awarded.

L8T4UJOW

03/17/2021 08:14 AM U.S. Eastern Standard Time

ACCEPTED

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EXHIBIT H
Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 126 of 231 PageID #: 126

Cigna Corporation

Cigna Long-Term Incentive Plan: Restricted Stock Grant Agreement

Cigna Corporation (“Cigna”) has granted you the number of shares of restricted stock of Cigna set
forth below in this Restricted Stock Grant Agreement (“Restricted Stock Grant” or “Grant”) under
the Cigna Long-Term Incentive Plan (“Plan”). The date of your Restricted Stock Grant (“Grant
Date”) and the dates on which your Grant is scheduled to vest (“Vesting Dates”) are also indicated
below. The award is subject to the provisions of the Plan and the Terms and Conditions below.

The award of Shares pursuant to this Restricted Stock Grant is expressly conditioned on your
acceptance of the terms and conditions of this Grant and of the attached Confidentiality, Non-
Competition and Non-Solicitation Agreement (or, with respect to Cigna company employment in
California, the attached Confidentiality and Non-Solicitation Agreement) (as applicable, the
“Covenant Agreement”). You should carefully read all the terms and conditions of this Restricted
Stock Grant and the attached Covenant Agreement and be sure you understand what they say and
what your responsibilities and obligations are before you click on the ACCEPT button to
acknowledge and agree to this Grant.

If you are not willing to agree to all of the Grant and Covenant Agreement terms and conditions, do
not accept the Grant and do not click the ACCEPT button for the Restricted Stock Grant
Acknowledgment and Agreement. If you do not accept the Grant, you will not receive the benefits
of the Grant.

If you do click on the ACCEPT button, you are accepting and agreeing to all of the terms and
conditions of this Restricted Stock Grant and the Covenant Agreement, which include, among other
things, restrictive covenants such as non-competition, customer and employee non-solicitation and
non-disclosure provisions and litigation cooperation and intellectual property assignment and
assistance provisions.

Participant: AMY J BRICKER

Grant Type: RSA
Plan Name: Cigna Long-Term Incentive Plan

Grant Date: 02/26/2020

Total Granted: 1,433
Grant Price: $0.000000 (USD)

Vesting Schedule
Shares Granted Vesting Date
1/3 of the Shares Granted The First Anniversary of the Grant Date
1/3 of the Shares Granted The Second Anniversary of the Grant Date
1/3 of the Shares Granted The Third Anniversary of the Grant Date

In addition to this Restricted Stock Grant and the attached Covenant Agreement, you should also
read the Plan Document and Key Contacts and Reference Materials document (attached to the
Plan) and indicate that you have done so and agree to the terms of all documents attached to this
Grant by checking the appropriate box in the online grant acceptance process. The Key Contacts
and Reference Materials document contains information on how to get important stock award
information (such as the Plan Prospectus, Tax Considerations and Cigna's Securities Transactions
and Insider Trading Policy) and whom to contact if you have questions.
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Please be aware that the Cigna Securities Transactions and Insider Trading Policy places
restrictions on your transactions in Cigna securities and requires certain Cigna employees to obtain
advance permission from the Corporate Secretary before executing transactions in Cigna securities.

If you have questions about your award, please contact Cigna Shareholder Services by email at
shareholderservices@cigna.com or by phone at 215.761.3516.

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Important Notice: Restricted Stock Grant and Covenant Agreement Acknowledgment and
Agreement

By clicking on the ACCEPT button, I:

Acknowledge and represent to Cigna that I have:

1. received the Restricted Stock Grant and the Covenant Agreement;
2. read and understand their terms and conditions, which include, among other things,
restrictive covenants such as non-competition, customer and employee non-solicitation and
non-disclosure provisions and litigation cooperation and intellectual property assignment
and assistance provisions; and
3. received answers to any questions I had about the Grant and the Covenant Agreement and
their terms and conditions, including the applicable restrictive covenants.

Scroll down for the TERMS AND CONDITIONS of the Restricted Stock Grant.

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TERMS AND CONDITIONS OF YOUR 2020

RESTRICTED STOCK GRANT

These Terms and Conditions are an important part of your grant of Restricted Stock from Cigna
Corporation (Cigna). The terms of your Restricted Stock grant are in: (a) the electronic Restricted
Stock Grant Agreement above, (b) these Terms and Conditions, (c) the Covenant Agreement and
(d) the applicable Plan provisions.
Certain words in this document with first letters capitalized are defined in the Restricted Stock
Grant Agreement above, these Terms and Conditions or Article 2 of the Plan. This grant is void if
you are not an employee of Cigna or a Subsidiary (a Cigna company) on the Grant Date.

1. Restricted Stock; Restrictions

Shares of Restricted Stock (Shares) are regular shares of Cigna Common Stock, but they are
subject to certain Restrictions. The Restrictions are:
(a) You cannot sell or transfer the Shares to anyone during the Restricted Period; and
(b) Unless an exception applies, you will forfeit (lose your right to) the Shares if you have a
Termination of Employment during the Restricted Period.
Article 7 of the Plan describes these Restrictions in more detail. In addition, you must also comply
with all the other terms and conditions of this grant and the Covenant Agreement.

2. Restricted Period; Vesting

The Restricted Period starts on the Grant Date and ends on the Vesting Date. The Restrictions on
the Shares will end (your Shares will vest) on the applicable Vesting Date only if you remain
continuously employed by a Cigna company from the Grant Date to the applicable Vesting Date
and comply with all the terms and conditions of this grant and the Covenant Agreement.
You have three separate Vesting Dates under this grant because the Shares will vest in three stages:
one-third (1/3) on the first (1st) anniversary of the Grant Date; an additional one-third (1/3) on the
second (2nd) anniversary of the Grant Date; and the remaining one-third (1/3) on the third (3rd)
anniversary of the Grant Date. Your vesting date may be earlier (see paragraph 3).

3. Early Vesting

In certain situations your vesting date may be earlier than the Vesting Dates described in paragraph
2:
(a) The Shares will vest upon your Termination of Employment if it is Upon a Change of
Control or due to your death or Disability. Whether there is a Termination Upon a Change
of Control for purposes of this Restricted Stock grant is determined by reference to a
Change of Control (as defined in the Plan) of the entity issuing this grant (Cigna
Corporation) and not by reference to a Change of Control of any predecessor entity of
Cigna Corporation.
(b) The Shares may vest upon your Termination of Employment if:
(1) It is due to your Early Retirement or Retirement; and
(2) The People Resources Committee or its designee (including Cigna’s senior human
resources officer) approves the early vesting before your Termination of
Employment.

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If you want to be considered for early vesting when you retire, you must ask your manager
or human resources representative far enough in advance of your retirement so there is time
to process your request.

4. Voting Rights; Dividends

(a) You have the right to vote the Shares. If you forfeit a Share, you will also forfeit the right
to vote the Share.
(b) You have the right to receive dividends on the Shares. Dividends paid on the Shares
during the Restricted Period will be held by Cigna. Subject to the forfeiture provisions of
paragraph 4(c), your right to receive accumulated dividends on a Share will vest on the
scheduled Vesting Date for the Share described in paragraph 2 (Scheduled Vesting Date).
Once a Share vests, your right to future dividends on the Share, and the method of
payment, will be the same as for any other Cigna shareholder.
(c) If you forfeit a Share, you will also forfeit the right to any accumulated and future
dividends related to the Share. Even if you do not forfeit a Share, you will forfeit the right
to any accumulated dividends on the Share if:
(1) You have a Termination of Employment before the Scheduled Vesting Date for a
Share (even if the Share vests under paragraph 3);
(2) The Scheduled Vesting Date for a Share occurs before the Share vests (because
vesting is delayed); or
(3) You are on a leave of absence when the Share vests.
(d) Vested accumulated dividends, less applicable taxes withheld, will be paid to you in a
lump sum within 70 days after the Scheduled Vesting Date. Cigna will not pay any interest
on the accumulated dividends.

5. Taxes at Vesting
When the Shares vest, you must satisfy any required tax withholding obligation. Cigna reserves
the right to withhold enough newly-vested Shares to cover all or part of any applicable tax
withholding. However, if section 83(b) of the U.S. Internal Revenue Code of 1986, as amended,
applies to you and you make a timely election under that provision, you must make an immediate
cash payment to satisfy any required tax withholding obligation.

6. Book-Entry Shares; Sale of Shares

(a) Cigna (or a custodian appointed by Cigna) will hold your Shares before and after vesting in
book-entry form in a Stock Account. That is, a record of your Share ownership will be
kept electronically.
(b) You may generally sell or transfer vested Shares at any time, but your right to sell the
Shares after they vest may be limited by Cigna. This right is subject to the terms of Cigna's
Securities Transactions and Insider Trading Policy, and Cigna reserves the right, for any
reason at any time, to suspend or delay action on any request you make to sell the Shares.

7. Conditions of Grant
(a) By accepting the grant, you are agreeing:
(1) to the Inventions provision in paragraph 7(b);
(2) to the restrictions contained in the attached Covenant Agreement and in paragraph
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7(c)(2) below (such restrictions collectively, the “Promises”);

(3) to notify Cigna if you accept an offer to perform services for any individual or
entity while you are subject to the non-competition Promise under the Covenant
Agreement. Such notice shall be provided by email to Cigna Shareholder Services
(shareholderservices@Cigna.com) within 10 days of your acceptance of the offer
and shall identify the individual or entity and your anticipated start date;
(4) to disclose the terms of the Promises (including, without limitation, the Promises
related to non-solicitation and non-competition) and the consequences of a
Violation (as defined below) to any individual or entity for whom you perform
services during the 12 month period immediately following your Termination of
Employment; and
(5) not to engage in any activity that would constitute a Violation (as defined below).

You understand and agree that the conditions of the grant set forth in this paragraph 7(a)
are a material part of the inducement for Cigna's granting you the Shares and essential pre-
conditions to your eligibility to exercise any rights associated with the Shares and retain
any benefit from the vesting of the Shares.
The award of Shares pursuant to this Restricted Stock Grant is expressly conditioned on
your acceptance of the terms and conditions of this Grant and of the attached Covenant
Agreement. If you decide to accept this Restricted Stock Grant, you are accepting and
agreeing to all of the terms and conditions of this Grant and of the attached Covenant
Agreement, which include, among other things, restrictive covenants such as non-
competition, customer and employee non-solicitation and non-disclosure provisions and
litigation cooperation and intellectual property assignment and assistance provisions.
You should review the terms of this Grant and the Covenant Agreement carefully to ensure
that you understand what they say and what your responsibilities and obligations are
before you click on the accept button to acknowledge and agree to this Grant.
(b) Inventions
(1) You hereby assign and promise to assign to Cigna companies or their designee, all
your right, title, and interest in and to any and all current and future Inventions. You
acknowledge that all original works of authorship which you make (whether alone or
jointly with others) within the scope of your Cigna company employment and which are
protectable by copyright are “works made for hire,” as defined in the United States
Copyright Act.
(2) You agree to (i) maintain and make available adequate current records, including
electronic records, notes, sketches and drawings, of all Inventions you make, and (ii)
disclose such Inventions in writing upon request. These records will remain the property of
Cigna companies.
(3) If in the course of your Cigna company employment, you incorporate a Prior
Invention into any Cigna company work product, you grant Cigna companies a
nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to use the Prior
Invention as part of or in connection with the work product. Within 45 days after the date
of this grant, you agree to notify Cigna Shareholder Services
(shareholderservices@Cigna.com) of any Prior Inventions that you are not assigning under
this paragraph 7(b).

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(4) “Inventions” means any and all inventions, original works of authorship,
developments, concepts, sales methods, improvements, trade secrets, or similar intellectual
property, whether or not patentable or registrable under copyright or similar laws, that
relate to any Cigna company’s current or proposed business, work products or research and
development which you have or will solely or jointly conceive, develop, reduce to practice,
or fix during your Cigna company employment.
(5) “Prior Inventions” means all inventions, original works of authorship,
developments, concepts, sales methods, improvements, trade secrets or similar intellectual
property, whether or not patentable or registrable under copyright or similar laws, that
relate to any Cigna company’s current or proposed business, work products or research and
development which you conceived, developed, reduced to practice or fixed before your
Cigna company employment and which belong to you.
(c) Violation
You will engage in a “Violation” if, directly or indirectly, you engage in any willful
misconduct as described in paragraph 7(c)(1) below, or you break any of the Promises.
(1) Willful Misconduct:
(A) You have a Termination of Employment initiated by a Cigna company
because you engaged in conduct that constitutes a gross violation of
Cigna's Code of Ethics and Principles of Conduct or other employment
policies.
(B) You do anything else while an employee of any Cigna company that is not
discovered by the company until after your Termination of Employment
and that would, if you had still been employed at the time of the discovery,
be reason for your Termination of Employment for willful misconduct, as
described above.
(2) Promise to Assist with Patent and Copyright Registrations:
(A) You Promise that, during your Cigna company employment and after your
Termination of Employment, you will assist Cigna companies, should they
request and at Cigna's expense, to secure their rights (including any
copyrights, patents, trademarks or other intellectual property rights) in or
relating to the Inventions in any and all countries, including by:
(i) disclosing to Cigna companies all pertinent information and data;
and
(ii) executing all applications, assignments or other instruments
necessary to apply for and obtain these rights and assign them to
Cigna companies.
(d) (1) If you were an Executive Officer (subject to the requirements of Section 16(a) of
the Exchange Act) at any time during the 24-month period before the date of a
Violation of the Covenant Agreement, the People Resources Committee will have
the sole discretion to waive your obligation to make all or any part of the Payment
(described in paragraph 8) and to impose conditions on any waiver.
(2) Otherwise, Cigna's Senior Human Resources Officer, or his or her designee, will
have the sole discretion to waive your obligation to make all or any part of the
Payment and to impose conditions on any waiver.
(3) Determinations of the People Resources Committee, Cigna's Senior Human
Resources Officer, or his or her designee, will be final and binding on all parties.
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8. Consequences of a Violation: Payment to Cigna

Important: This paragraph 8 is not Cigna's only remedy for a Violation. Cigna may seek any
additional legal or equitable remedy, including as described in the Covenant Agreement.
(a) You will immediately forfeit all unvested Shares if you engage in any Violation at any
time.
(b) You must immediately make the Payment described in paragraph 8(c) to Cigna in the
manner described in paragraph 8(d) if:
(1) You engage in a Violation of the non-competition or non-solicitation restrictions of
the Covenant Agreement; or
(2) You engage in a Violation described in paragraph 7(c)(1) (willful misconduct) or
any other Violation (e.g. you disclose Cigna company Confidential Information in
violation of the Covenant Agreement) at any time.
(c) “Payment” is the value you realize from any Shares that vest during the 12-month period
ending on (and including) the date of your Termination of Employment. The Payment will
equal:
(1) The number of Shares that vest during that 12-month period;
multiplied by
(2) The Fair Market Value of those Shares on their Vesting Date;
plus
(3) The total amount of all dividends, if any, paid to you on those Shares through the
date of the Payment.
(d) Cigna will recover the Payment from you by any means permitted by applicable law, at the
sole discretion of Cigna management, including but not limited to any or all of the
following methods:
(1) If you have any Shares in a Stock Account or in any other account in book-entry
form when a Violation occurs, Cigna will take back from you the whole number of
Shares that has a total Fair Market Value as of the date of the Violation up to, but
not more than, the Payment amount.
(2) Cigna will, to the extent permitted by applicable law, reduce:
(A) The amount of any payments that any Cigna company owes you for any
reason (including without limit any payments owed to you under any
nonqualified retirement, deferred compensation or other plan or
arrangement) by
(B) The Payment amount.
This reduction will not occur until the date a future payment to you is due.
(3) Cigna will send you a written notice and demand for all or part of any Payment
amount. Within 30 days after you receive that notice and demand, you must make
the Payment to Cigna.

9. Consequences of a Violation: Designation of Cigna as Agent and Attorney-in-Fact for

Inventions
You agree that:
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(a) If Cigna Companies are unable to obtain your signature on any instruments needed to
secure their rights in or relating to the Inventions pursuant to paragraph 7(c)(2)(A); then
(b) You hereby appoint Cigna companies and their duly authorized officers as your agents and
attorneys in fact to act for and on your behalf to execute and file any documents and take
other actions as may be necessary for Cigna companies to secure those rights.
10. Agreeing to Assume Risks
Cigna, its stock plan administrator and its transfer agent will try to process your stock transaction
requests in a timely manner; however, Cigna makes no promises or guarantees to you relating to
the market price of the Shares or to the time it may take to act on your request to sell the Shares.
By accepting this Restricted Stock grant:
(a) You acknowledge that the action you request may not be completed until several days after
you submit it.
(b) You agree to assume the risks, including the risk that the market price of the Shares may
change, related to delays described in paragraph 10(a) between the time you ask for any
Shares to be sold and the time your Shares are actually sold.
11. Applicable Law
You understand and agree that, except as otherwise provided in the Covenant Agreement, the terms
and conditions of this Restricted Stock Grant and all determinations made under the Restricted
Stock Grant Agreement, the Plan, and these Terms and Conditions will be interpreted under the
laws of the State of Delaware, without regard to its conflict of laws rule.
For the avoidance of doubt, the terms and conditions of the Covenant Agreement and all
determinations made under the Covenant Agreement will be interpreted under applicable state law
as set forth in the Covenant Agreement.
12. Arbitration
Except as otherwise provided in the Covenant Agreement, if you have an agreement with Cigna to
arbitrate employment-related disputes, you agree to resolve any disputes relating to this Restricted
Stock Grant through arbitration.
13. Acceptance
If you disagree with any of these Terms and Conditions or the terms and conditions of the
Covenant Agreement, YOU MUST NOT ACCEPT THE RESTRICTED STOCK GRANT. If
you sign the Restricted Stock Grant or the Covenant Agreement, or acknowledge your acceptance
electronically or otherwise, you will be:
(a) Agreeing to all the terms and conditions of the Restricted Stock Grant and of the Covenant
Agreement, including the Inventions provision in paragraph 7(b) and all of the Promises;
(b) Warranting and representing to Cigna that you are, and will remain, in full compliance
with all applicable terms and conditions;
(c) Authorizing Cigna to recover the Payment described in paragraph 8 and to seek any other
available remedy pursuant to the Covenant Agreement, if you engage in a Violation; and

(d) Appointing Cigna as your agent and attorney-in-fact to secure rights with respect to
Inventions if unable to obtain your signature as described in paragraph 9.

2020 US RSG Grant Agreement (3 Year graded) including Terms and Conditions

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K916OX5V

03/25/2020 11:24 AM U.S. Eastern Standard Time

ACCEPTED

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EXHIBIT I
 Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 137 of 231 PageID #: 137

Cigna Corporation

Cigna Long-Term Incentive Plan: Nonqualified Stock Option Grant Agreement

Cigna Corporation (“Cigna”) has granted you the option to purchase the number of shares of Cigna
Common Stock set forth below in this Option Grant Agreement (“Option Grant”) under the Cigna Long-
Term Incentive Plan (“Plan”). The date of your Option Grant (“Grant Date”), the dates on which your
Option Grant is scheduled to vest (“Vesting Dates”) and the date on which it is scheduled to expire
(“Expiration Date”) are also indicated below. The award is subject to the provisions of the Plan and the
Terms and Conditions below.

The award of Options pursuant to this Nonqualified Stock Option Grant is expressly conditioned on your
acceptance of the terms and conditions of this Option Grant and of the attached Confidentiality, Non-
Competition and Non-Solicitation Agreement (or, with respect to Cigna company employment in
California, the attached Confidentiality and Non-Solicitation Agreement) (as applicable, the “Covenant
Agreement”). You should carefully read all the terms and conditions of this Option Grant and the
attached Covenant Agreement and be sure you understand what they say and what your responsibilities
and obligations are before you click on the ACCEPT button to acknowledge and agree to this Option
Grant.

If you are not willing to agree to all of the Option Grant and Covenant Agreement terms and conditions,
do not accept the Option Grant and do not click the ACCEPT button for the Option Grant
Acknowledgment and Agreement. If you do not accept the Option Grant, you will not receive the
benefits of the Option Grant.

If you do click on the ACCEPT button, you are accepting and agreeing to all of the terms and
conditions of this Option Grant and the Covenant Agreement, which include, among other things,
restrictive covenants such as non-competition, customer and employee non-solicitation and non-
disclosure provisions and litigation cooperation and intellectual property assignment and assistance
provisions.

Participant: AMY J BRICKER

Grant Type: NQ
Plan Name: Cigna Long-Term Incentive Plan

Grant Date: 02/26/2020

Grant Expiration Date: 02/26/2030
Total Options Granted: 5,243
Option Price: $192.0200 (USD)

Vesting Schedule
Options Granted Vesting Date
1/3 of the Options Granted The First Anniversary of the Grant Date
1/3 of the Options Granted The Second Anniversary of the Grant Date
1/3 of the Options Granted The Third Anniversary of the Grant Date

In addition to this Nonqualified Stock Option Grant and the attached Covenant Agreement, you should
also read the Plan Document and Key Contacts and Reference Materials document (attached to the Plan)
and indicate that you have done so and agree to the terms of all documents attached to this Option Grant
by checking the appropriate box in the online grant acceptance process. The Key Contacts and Reference
Materials document contains information on how to get important stock award information (such as the
Plan Prospectus, Tax Considerations and Cigna's Securities Transactions and Insider Trading Policy) and
whom to contact if you have questions.
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Please be aware that the Cigna Securities Transactions and Insider Trading Policy places restrictions on
your transactions in Cigna securities and requires certain Cigna employees to obtain advance permission
from the Corporate Secretary before executing transactions in Cigna securities.

If you have questions about your award, please contact Cigna Shareholder Services by email at
shareholderservices@cigna.com or by phone at 215.761.3516.

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Important Notice: Option Grant and Covenant Agreement Acknowledgment and Agreement

By clicking on the ACCEPT button, I:

Acknowledge and represent to Cigna that I have:

1. received the Option Grant and the Covenant Agreement;
2. read and understand their terms and conditions, which include, among other things, restrictive
covenants such as non-competition, customer and employee non-solicitation and non-disclosure
provisions and litigation cooperation and intellectual property assignment and assistance
provisions; and
3. received answers to any questions I had about the Option Grant and the Covenant Agreement and
their terms and conditions, including the applicable restrictive covenants.

Scroll down for the TERMS AND CONDITIONS of the Option Grant.

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TERMS AND CONDITIONS OF YOUR 2020 GRANT

OF A NONQUALIFIED STOCK OPTION

These Terms and Conditions are an important part of your grant of a nonqualified stock option (Option)
from Cigna Corporation (Cigna). The terms of your Option are in (a) the electronic Option Grant
Agreement above, (b) these Terms and Conditions, (c) the Covenant Agreement, and (d) the applicable
Plan provisions.

Certain words in this document with first letters capitalized are defined in the Option Grant Agreement
above, these Terms and Conditions or Article 2 of the Plan. This grant is void if you are not an employee
of Cigna or a Subsidiary (a Cigna company) on the Grant Date.

1. The Option
The Option gives you the right to buy a certain number of shares of Cigna Common Stock (Shares)
during the Option Period (described in paragraph 2) at the Option Price. Your Option Grant Agreement
lists the number of Shares and your Option Price. To buy the Shares at the Option Price, you must
exercise the Option.

2. Option Period; Vesting

(a) You can exercise the Option only during the Option Period. The Option becomes exercisable, or
“vests,” on the first day of the Option Period and expires on the last day of the Option Period.
(b) The Option Period for one-third of the Shares starts on the first (1st) anniversary of the Grant
Date; for another third of the Shares on the second (2nd) anniversary of the Grant Date; and for the
final third of the Shares on the third (3rd) anniversary of the Grant Date. This is the vesting
schedule for the Option.
(c) The Option Period for all the Shares ends, and the Option will expire, the earlier of (1) 5:00 p.m.
Philadelphia time on the Expiration Date or (2) upon your Termination of Employment as
described under Early Expiration in paragraph 4.

3. Early Vesting
The Option may vest earlier than the dates listed under paragraph 2(b) as described here. If your
Termination of Employment occurs before the Option vests under paragraph 2, the Option will vest on
your Termination of Employment date, but only if your Termination of Employment is:
(a) Because of your death, Disability, Early Retirement or Retirement and you have not received or
will not be receiving severance pay from any Cigna company (whether under any severance
benefit plan or any contract, agreement or arrangement); or
(b) Upon a Change of Control.

Whether there is a Termination Upon a Change of Control for purposes of this Option Grant is
determined by reference to a Change of Control (as defined in the Plan) of the entity issuing this grant
(Cigna Corporation) and not by reference to a Change of Control of any predecessor entity of Cigna
Corporation.

4. Early Expiration upon Termination of Employment; Exceptions

(a) Upon your Termination of Employment (other than a Termination for Cause), the Option will
expire on the earlier of the Expiration Date or ninety (90) days after your Termination of
Employment date unless one of the exceptions described in paragraph 4(b) through (e) applies.
(b) If (1) your Termination of Employment is because of your death, Disability or Retirement, and
(2) you will not be receiving severance pay from any Cigna company (whether under any
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severance benefit plan or any contract, agreement or arrangement), then the Option will expire at
5:00 p.m. Philadelphia time on the Expiration Date.
(c) If your Termination of Employment is because of your Early Retirement, and you will not be
receiving severance pay from any Cigna company (whether under any severance benefit plan or
any contract, agreement or arrangement), the Option will expire at 5:00 p.m. Philadelphia time
on:
(1) The earlier of the Expiration Date or the third anniversary of your Termination of
Employment date; or
(2) The Expiration Date if, within six months before your Termination of Employment date,
you were an Executive Officer subject to the requirements of Section 16(a) of the
Securities Exchange Act of 1934 (“Executive Officer”).
(d) If your Termination of Employment is Upon a Change of Control (of Cigna Corporation), the
Option will expire on the earlier of the Expiration Date or ninety (90) days after your Termination
of Employment date.

(e) The Option will expire immediately upon your Termination for Cause.

5. Exercising the Option; Tax Withholding

(a) Cigna may limit your rights to exercise the Option and to sell any Shares you acquire by
exercising the Option. Your rights are subject to the terms of Cigna's Securities Transactions and
Insider Trading Policy, and Cigna reserves the right, for any reason at any time, to suspend or
delay action on any request you make to exercise the Option or sell the Shares. To comply with
legal requirements, Cigna may restrict the method by which you exercise the Option.
(b) If, because of limitations imposed by applicable law, you cannot exercise the Option before it
expires, then the Option will not expire on the date described in paragraph 4. Instead, the Option
Period will be extended temporarily until the earlier of (1) ten business days after the first date on
which the Option again becomes exercisable without the limitations or (2) 5:00 p.m. Philadelphia
time on the Expiration Date.
(c) To exercise all or part of the Option, you must (1) complete and submit any required Option
exercise form or electronic exercise instructions and (2) pay the Option Price and any required tax
withholding.
(d) You may pay the Option Price with cash. If you pay with cash, you must also pay any applicable
withholding tax liability in cash before Shares will be deposited in your Stock Account or
delivered to you.
(e) If you are a Cigna company employee when you exercise the Option, you may pay the Option
Price with Shares that are in your Stock Account if:
(1) you first purchased the shares on the open market; or
(2) at least six months have elapsed after the:
(A) grant date, if you received the shares as a grant of unrestricted Shares;
(B) vesting date, if you received them as a grant of Restricted Stock; or
(C) purchase date, if you bought them through a previous option exercise.
You will not be allowed to pay the Option Price with Shares if Cigna in its sole discretion
determines that it would risk adverse tax or accounting consequences as a result. If you are not a
Cigna company employee when you exercise the Option, or if your beneficiary or estate exercises
the Option, the Option Price cannot be paid in shares of stock.
(f) If you pay the Option Price in Shares:
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(1) You must exercise the Option for at least 50 Shares.

If there are not at least 50 Shares underlying the Option, you must exercise the Option for
all the Shares.
(2) You must pay any applicable tax-withholding obligation.
Cigna reserves the right to withhold from the Shares you purchase enough Shares to meet
all or part of any applicable tax-withholding obligation.
If you are an Executive Officer when you exercise the Option, you may satisfy part of the
withholding obligation by remitting to Cigna Shares you have owned for at least six
months as of the date the withholding obligation arises.
(g) You may pay the Option Price through a cashless exercise of the Option. Cigna reserves the right
to change the rules that apply to cashless exercises, or end your ability to do a cashless exercise,
at any time.

6. Book-Entry Shares
Cigna (or a custodian appointed by Cigna) will hold any Shares you, your beneficiary or estate acquire
upon exercise of the Option in book-entry form in a Stock Account. That is, a record of Share ownership
will be kept electronically.

7. Conditions of Grant
(a) By accepting the grant, you are agreeing:
(1) to the Inventions provision in paragraph 7(b);
(2) to the restrictions contained in the attached Covenant Agreement and in paragraph 7(c)(2)
below (such restrictions collectively, the “Promises”);
(3) to notify Cigna if you accept an offer to perform services for any individual or entity
while you are subject to the non-competition Promise under the Covenant Agreement.
Such notice shall be provided by email to Cigna Shareholder Services
(shareholderservices@Cigna.com) within 10 days of your acceptance of the offer and
shall identify the individual or entity and your anticipated start date;
(4) to disclose the terms of the Promises (including, without limitation, the Promises
related to non-solicitation and non-competition) and the consequences of a Violation (as
defined below) to any individual or entity for whom you perform services during the 12
month period immediately following your Termination of Employment; and
(5) not to engage in any activity that would constitute a Violation (as defined below).
You understand and agree that the conditions of the grant set forth in this paragraph 7(a) are a
material part of the inducement for Cigna's granting you the Option and essential pre-conditions
to your eligibility to exercise any rights associated with the Option and retain any benefit from
exercising the Option.
The award of Options pursuant to this Nonqualified Stock Option Grant is expressly conditioned
on your acceptance of the terms and conditions of this Option Grant and of the attached Covenant
Agreement. If you decide to accept this Nonqualified Stock Option Grant, you are accepting and
agreeing to all of the terms and conditions of this Option Grant and of the attached Covenant
Agreement, which include, among other things, restrictive covenants such as non-competition,
customer and employee non-solicitation and non-disclosure provisions and litigation cooperation
and intellectual property assignment and assistance provisions.
You should review the terms of this Option Grant and the Covenant Agreement carefully to
ensure that you understand what they say and what your responsibilities and obligations are
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 Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 143 of 231 PageID #: 143

before you click on the accept button to acknowledge and agree to this Option Grant.
(b) Inventions
(1) You hereby assign and promise to assign to Cigna companies or their designee, all your
right, title, and interest in and to any and all current and future Inventions. You acknowledge that
all original works of authorship which you make (whether alone or jointly with others) within the
scope of your Cigna company employment and which are protectable by copyright are “works
made for hire,” as defined in the United States Copyright Act.
(2) You agree to (i) maintain and make available adequate current records, including
electronic records, notes, sketches and drawings, of all Inventions you make, and (ii) disclose
such Inventions in writing upon request. These records will remain the property of Cigna
companies.
(3) If in the course of your Cigna company employment, you incorporate a Prior Invention
into any Cigna company work product, you grant Cigna companies a nonexclusive, royalty-free,
irrevocable, perpetual, worldwide license to use the Prior Invention as part of or in connection
with the work product. Within 45 days after the date of this grant, you agree to notify Cigna
Shareholder Services (shareholderservices@Cigna.com) of any Prior Inventions that you are not
assigning under this paragraph 7(b).
(4) “Inventions” means any and all inventions, original works of authorship, developments,
concepts, sales methods, improvements, trade secrets, or similar intellectual property, whether or
not patentable or registrable under copyright or similar laws, that relate to any Cigna company’s
current or proposed business, work products or research and development which you have or will
solely or jointly conceive, develop, reduce to practice, or fix during your Cigna company
employment.
(5) “Prior Inventions” means all inventions, original works of authorship, developments,
concepts, sales methods, improvements, trade secrets or similar intellectual property, whether or
not patentable or registrable under copyright or similar laws, that relate to any Cigna company’s
current or proposed business, work products or research and development which you conceived,
developed, reduced to practice or fixed before your Cigna company employment and which
belong to you.
(c) Violation
You will engage in a “Violation” if, directly or indirectly, you engage in any willful misconduct
as described in paragraph 7(c)(1) below or you break any of the Promises.
(1) Willful Misconduct:
(A) You have a Termination of Employment initiated by a Cigna company because
you engaged in conduct that constitutes a gross violation of Cigna's Code of
Ethics and Principles of Conduct or other employment policies.
(B) You do anything else while an employee of any Cigna company that is not
discovered by the company until after your Termination of Employment and that
would, if you had still been employed at the time of the discovery, be reason for
your Termination of Employment for willful misconduct, as described above.
(2) Promise to Assist with Patent and Copyright Registrations:
(A) You Promise that, during your Cigna company employment and after your
Termination of Employment, you will assist Cigna companies, should they
request and at Cigna’s expense, to secure their rights (including any copyrights,
patents, trademarks or other intellectual property rights) in or relating to the
Inventions in any and all countries, including by:

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(i) disclosing to Cigna Companies all pertinent information and data; and
(ii) executing all applications, assignments or other instruments necessary to
apply for and obtain these rights and assign them to Cigna companies.
(d) (1) If you were an Executive Officer (subject to the requirements of Section 16 (a) of the
Exchange Act) at any time during the 24-month period before the date of a Violation of
the Covenant Agreement, the People Resources Committee will have the sole discretion
to waive your obligation to make all or any part of the Payment (described in paragraph
8) and to impose conditions on any waiver.
(2) Otherwise, Cigna's Senior Human Resources Officer, or his or her designee, will have the
sole discretion to waive your obligation to make all or any part of the Payment and to
impose conditions on any waiver.
(3) Determinations of the People Resources Committee, Cigna's Senior Human Resources
Officer, or his or her designee, will be final and binding on all parties.

8. Consequences of a Violation: Payment to Cigna

Important: This paragraph 8 is not Cigna's only remedy for a Violation. Cigna may seek any
additional legal or equitable remedy, including as described in the Covenant Agreement.
(a) If you engage in any Violation at any time, Cigna will cancel any part of the Option you have not
yet exercised.

(b) You must immediately make the Payment described in paragraph 8(c) to Cigna in the manner
described in paragraph 8(d) if:
(1) You engage in a Violation of the non-competition or non-solicitation restrictions of the
Covenant Agreement; or
(2) You engage in a Violation described in paragraph 7(c)(1) (willful misconduct) or any
other Violation (e.g. you disclose Cigna company Confidential Information in violation
of the Covenant Agreement) at any time.
(c) The Payment requirement applies only to the parts of the Option, if any, that you exercise during
the 24-month period prior to the date of your Termination of Employment and thereafter.
“Payment” means the amount equal to:

(1) the number of Shares you acquire when you exercise the Option;
multiplied by

(2) the excess of (A) the Fair Market Value on the date you exercise the Option over (B) the
Option Price;
plus

(3) the total amount of all dividends, if any, paid on those Shares through the date of the
Payment.

(d) Cigna will recover the Payment from you by any means permitted by applicable law, at the sole
discretion of Cigna management, including but not limited to any or all of the following methods:
(1) If you have any Shares in a Stock Account or in any other account in book-entry form
when a Violation occurs, Cigna will take back from you the whole number of Shares that
has a total Fair Market Value as of the date of the Violation up to, but not more than, the
Payment amount.

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(2) Cigna will, to the extent permitted by applicable law, reduce:

(A) The amount of any payments that any Cigna company owes you for any reason
(including without limit any payments owed to you under any nonqualified
retirement, deferred compensation or other plan or arrangement) by
(B) The Payment amount.
This reduction will not occur until the date a future payment to you is due.
(3) Cigna will send you a written notice and demand for all or part of any Payment amount.
Within 30 days after you receive that notice and demand, you must make the Payment to
Cigna.

9. Consequences of a Violation: Designation of Cigna as Agent and Attorney-in-Fact for

Inventions
You agree that:
(a) If Cigna Companies are unable to obtain your signature on any instruments needed to secure their
rights in or relating to the Inventions pursuant to paragraph 7(c)(2)(A); then
(b) You hereby appoint Cigna companies and their duly authorized officers as your agents and
attorneys in fact to act for and on your behalf to execute and file any documents and take other
actions as may be necessary for Cigna companies to secure those rights.
10. Agreeing to Assume Risks
Cigna, its stock plan administrator and its transfer agent will try to process your stock transaction requests
in a timely manner; however, Cigna makes no promises or guarantees to you relating to the market price
of the Shares or to the time it may take to act on your request to exercise the Option, or sell the Shares.
By accepting this Option grant:
(a) You acknowledge that the action you request may not be completed until several days after you
submit it.
(b) You agree to assume the risks, including the risk that the market price of the Shares may change,
related to delays described in paragraph 10(a):
(1) Between the time you submit an Option exercise form and the time your Option is
actually exercised; and
(2) Between the time you ask for any Shares to be sold and the time your Shares are actually
sold.
11. Applicable Law
You understand and agree that, except as otherwise provided in the Covenant Agreement, the terms and
conditions of this Option Grant and all determinations made under the Nonqualified Stock Option Grant
Agreement, the Plan, and these Terms and Conditions will be interpreted under the laws of the State of
Delaware, without regard to its conflict of laws rule.
For the avoidance of doubt, the terms and conditions of the Covenant Agreement and all determinations
made under the Covenant Agreement will be interpreted under applicable state law as set forth in the
Covenant Agreement.
12. Arbitration
Except as otherwise provided in the Covenant Agreement, if you have an agreement with Cigna to
arbitrate employment related disputes, you agree to resolve any disputes relating to this Nonqualified
Stock Option Grant through arbitration.

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13. Acceptance
If you disagree with any of these Terms and Conditions, or the terms and conditions of the
Covenant Agreement, YOU MUST NOT ACCEPT THE OPTION GRANT. If you sign the Option
grant or the Covenant Agreement, or acknowledge your acceptance electronically or otherwise, you will
be:
(a) Agreeing to all the terms and conditions of the Option grant and of the Covenant Agreement,
including the Inventions provision in paragraph 7(b) and all of the Promises;
(b) Warranting and representing to Cigna that you are, and will remain, in full compliance with all
applicable terms and conditions;
(c) Authorizing Cigna to recover the Payment described in paragraph 8 and to seek any other
available remedy pursuant to the Covenant Agreement if you engage in a Violation; and

(d) Appointing Cigna as your agent and attorney-in-fact to secure rights with respect to Inventions if
unable to obtain your signature as described in paragraph 9.

2020 Option Grant Agreement including Terms and Conditions

K916ORC6

03/25/2020 11:23 AM U.S. Eastern Standard Time

ACCEPTED

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EXHIBIT J
Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 148 of 231 PageID #: 148

Cigna Corporation

Cigna Long-Term Incentive Plan: Strategic Performance Share Grant Agreement

Cigna Corporation (“Cigna”) has granted you the number of strategic performance shares set forth
below in this Strategic Performance Share Grant Agreement (“Strategic Performance Share Grant”
or “Grant”) under the Cigna Long-Term Incentive Plan (“Plan”). The date of your Strategic
Performance Share Grant (“Grant Date”) is also indicated below. The award is subject to the
provisions of the Plan and the Terms and Conditions below.

The award of Shares pursuant to this Strategic Performance Share Grant is expressly conditioned
on your acceptance of the terms and conditions of this Grant and of the attached Confidentiality,
Non-Competition and Non-Solicitation Agreement (or with respect to Cigna company employment
in California, the attached Confidentiality and Non-Solicitation Agreement) (as applicable, the
“Covenant Agreement”). You should carefully read all the terms and conditions of this Strategic
Performance Share Grant and the attached Covenant Agreement and be sure you understand what
they say and what your responsibilities and obligations are before you click on the ACCEPT
button to acknowledge and agree to this Grant.

If you are not willing to agree to all of the Grant and Covenant Agreement terms and conditions, do
not accept the Grant and do not click the ACCEPT button for the Strategic Performance Share
Grant Acknowledgment and Agreement. If you do not accept the Grant, you will not receive the
benefits of the Grant.

If you do click on the ACCEPT button, you are accepting and agreeing to all of the terms and
conditions of this Strategic Performance Share Grant and the Covenant Agreement, which include,
among other things, restrictive covenants such as non-competition, customer and employee non-
solicitation and non-disclosure provisions and litigation cooperation and intellectual property
assignment and assistance provisions.

Participant: AMY J BRICKER

Grant Type: RSU
Plan Name: Cigna Long-Term Incentive Plan

Grant Date: 02/26/2020

Total Granted: 2,865
Grant Price: $0.000000 (USD)

Vesting Schedule
Shares Granted Approximate
Vest Date
100% of Shares Granted 03/06/2023

Please Note: The date shown in the Vesting Schedule chart above is not your actual vesting date.
It is an approximation of the expected vesting date and is provided due to systems requirements. In
accordance with the Terms and Conditions of your Strategic Performance Share Grant, the actual
vesting date will be determined by the People Resources Committee of the Board of Directors.

In addition to this Strategic Performance Share Grant and the attached Covenant Agreement, you
should also read the Plan Document and Key Contacts and Reference Materials document (attached
to the Plan) and indicate that you have done so and agree to the terms of all documents attached to
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this Grant by checking the appropriate box in the online grant acceptance process. The Key
Contacts and Reference Materials document contains information on how to get important award
information (such as the Plan Prospectus, Tax Considerations and Cigna's Securities Transactions
and Insider Trading Policy) and whom to contact if you have questions.

Please be aware that the Cigna Securities Transactions and Insider Trading Policy places
restrictions on your transactions in Cigna securities and requires certain Cigna employees to obtain
advance permission from the Corporate Secretary before executing transactions in Cigna securities.

If you have questions about your award, please contact Cigna Shareholder Services by email at
shareholderservices@cigna.com or by phone at 215.761.3516.

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Important Notice: Strategic Performance Share Grant and Covenant Agreement

Acknowledgment and Agreement

By clicking on the ACCEPT button, I:

Acknowledge and represent to Cigna that I have:

1. received the Strategic Performance Share Grant and the Covenant Agreement;
2. read and understand their terms and conditions, which include, among other things,
restrictive covenants such as non-competition, customer and employee non-solicitation and
non-disclosure provisions and litigation cooperation and intellectual property assignment
and assistance provisions; and
3. received answers to any questions I had about the Grant and the Covenant Agreement and
their terms and conditions, including the applicable restrictive covenants.

Scroll down for the TERMS AND CONDITIONS of the Strategic Performance Share Grant.

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TERMS AND CONDITIONS OF YOUR 2020 GRANT

OF STRATEGIC PERFORMANCE SHARES

These Terms and Conditions are an important part of your grant of Strategic Performance Shares
from Cigna Corporation (Cigna). The terms of your Strategic Performance Share grant are in: (a)
the electronic Strategic Performance Share Grant Agreement above, (b) these Terms and
Conditions (including Schedule I), (c) the Covenant Agreement, and (d) the Cigna Long-Term
Incentive Plan (Plan).
Certain words in this document with first letters capitalized are defined in the Strategic
Performance Share Grant Agreement above, these Terms and Conditions or Article 2 of the Plan.
This grant is void if you are not an employee of Cigna or a Subsidiary (a Cigna company) on the
Grant Date.

1. Strategic Performance Shares; Performance Period

Each Strategic Performance Share (Performance Share) represents a conditional right to receive
one share of Cigna Common Stock (Share), subject to the performance, vesting and payment
provisions described below. The Performance Period applicable to your award is January 1, 2020
to December 31, 2022 (the Performance Period).
2. Restrictions
Performance Shares are subject to certain Restrictions from the Grant Date until the Payment Date
described in paragraph 4. The Restrictions are:
(a) You cannot sell or transfer the Performance Shares to anyone;
(b) Unless an exception applies (described in paragraph 4), you will forfeit (lose your right to)
your unvested Performance Shares and all related rights immediately upon your
Termination of Employment; and
(c) Of the Performance Shares awarded to you (Shares Awarded), the number of Performance
Shares, if any, that you earn and for which you may receive payment (Shares Earned) is
subject to the performance criteria described in Schedule I.
Article 10 of the Plan describes these Restrictions in more detail. In addition to these Restrictions,
you must also comply with all the terms and conditions of this grant and the Covenant Agreement.

3. Performance Shares Earned

(a) Schedule I specifies the performance criteria applicable to your Shares Awarded. Except as
provided in paragraph 4, after the end of the Performance Period, the Committee shall
determine whether and to what extent these performance criteria have been achieved for
purposes of determining the Vesting Percentage applicable to your Performance Shares
(Shares Earned Percentage).
(b) Any Shares Awarded that are not Shares Earned after giving effect to the Committee’s
determinations under this paragraph 3 shall terminate and become null and void
immediately following such determinations.
4. Eligibility for Payment
(a) Except as described in paragraph 4(b) and subject to paragraph 4(c) and paragraph 3, the
Restrictions on the Performance Shares will end (your Performance Shares will vest) on
the Payment Date described in paragraph 5, but only if you remain continuously employed
by a Cigna company until the Payment Date and comply with all the terms and conditions
of this grant and the Covenant Agreement.
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(b) Notwithstanding paragraph 4(a) and subject to paragraph 4(c) and paragraph 3, if your
Termination of Employment is before the Payment Date:
(1) Your Performance Shares will vest upon your Termination of Employment if it is
Upon a Change of Control. If your Performance Shares vest under this paragraph
4(b)(1), the Shares Earned Percentage shall be the greatest of:
(a) 100%;
(b) The Shares Earned Percentage for the Performance period that ended
immediately before your Termination upon a Change of Control; or
(c) The average of the Shares Earned Percentages established by the Committee for
the last two Performance Periods that ended before your Termination upon a
Change of Control.
Whether there is a Termination Upon a Change of Control for purposes of this Strategic
Performance Share grant is determined by reference to a Change of Control (as defined in
the Plan) of the entity issuing this grant (Cigna Corporation) and not by reference to a
Change of Control of any predecessor entity of Cigna Corporation.
(2) Your Performance Shares will vest upon your Termination of Employment if it is
due to your death. If your Performance Shares vest under this paragraph 4(b)(2),
the Shares Earned Percentage shall be 100%.
(3) Your Performance Shares will vest upon your Termination of Employment if it is
due to your Disability.
(4) Your Performance Shares may vest upon your Termination of Employment if it is
due to your Early Retirement or Retirement and if the Committee or its designee
(including Cigna’s Senior Human Resources Officer) approves the early vesting
before your Termination of Employment. If you want to be considered for early
vesting when you retire, you must ask your manager or human resources
representative far enough in advance of your retirement so there is time to process
your request.
(c) You must comply in all respects with the terms and conditions of this Grant and the
Covenant Agreement.

5. Payment
(a) Except as provided in paragraph 5(b), below, your vested Shares Earned under this grant
will be paid in the year following the close of the Performance Period on the date within
such year specified by the Committee (Payment Date).
(b) Any Performance Shares that vest on account of your death will be paid during the 90 day
period immediately following your death to your estate.
(c) For each Share Earned that vests, Cigna will make payment by issuing one Share as of the
Payment Date. Until the Shares are issued to you, you will not be a Cigna shareholder, not
have the right to vote the Shares, and not receive actual dividends.

6. Taxes
Section 16.7 of the Plan shall apply to any tax withholding that may be required by law for
Performance Shares or Shares. Upon the vesting or payment of any Performance Share, Cigna
reserves the right to withhold enough newly-issued Shares to cover all or part of any applicable tax
withholding.
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7. Book-Entry Shares; Sale of Shares

(a) Upon payment of the Shares as described in paragraph 5, Cigna (or a custodian appointed
by Cigna) will hold your Shares in book-entry form in a Stock Account. That is, a record
of your Share ownership will be kept electronically.
(b) You may generally sell or transfer the Shares at any time, but your right to sell the Shares
may be limited by Cigna. This right is subject to the terms of Cigna's Securities
Transactions and Insider Trading Policy, and Cigna reserves the right, for any reason at
any time, to suspend or delay action on any request you make to sell the Shares.

8. Conditions of Grant
(a) By accepting the grant, you are agreeing:
(1) to the Inventions provision in paragraph 8(b);
(2) to the restrictions contained in the attached Covenant Agreement and in paragraph
8(c)(2) below (such restrictions collectively, the “Promises”);
(3) to notify Cigna if you accept an offer to perform services for any individual or
entity while you are subject to the non-competition Promise under the Covenant
Agreement. Such notice shall be provided by email to Cigna Shareholder Services
(shareholderservices@Cigna.com) within 10 days of your acceptance of the offer
and shall identify the individual or entity and your anticipated start date;
(4) to disclose the terms of the Promises (including, without limitation, the Promises
related to non-solicitation and non-competition) and the consequences of a
Violation (as defined below) to any individual or entity for whom you perform
services during the 12 month period immediately following your Termination of
Employment; and
(5) not to engage in any activity that would constitute a Violation (as defined below).

You understand and agree that the conditions of the grant set forth in this paragraph 8(a)
are a material part of the inducement for Cigna's granting you the Performance Shares and
essential pre-conditions to your eligibility to exercise any rights associated with the Grant
and retain any benefit from the vesting of the Performance Shares and issuance of the
Shares.
The award of Shares pursuant to this Strategic Performance Share Grant is expressly
conditioned on your acceptance of the terms and conditions of this Grant and of the
attached Covenant Agreement. If you decide to accept this Strategic Performance Share
Grant, you are accepting and agreeing to all of the terms and conditions of this Grant and
of the attached Covenant Agreement, which include, among other things, restrictive
covenants such as non-competition, customer and employee non-solicitation and non-
disclosure provisions and litigation cooperation and intellectual property assignment and
assistance provisions.
You should review the terms of this Grant and the Covenant Agreement carefully to ensure
that you understand what they say and what your responsibilities and obligations are
before you click on the accept button to acknowledge and agree to this Grant.
(b) Inventions

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(1) You hereby assign and promise to assign to Cigna companies or their designee, all
your right, title, and interest in and to any and all current and future Inventions. You
acknowledge that all original works of authorship which you make (whether alone or
jointly with others) within the scope of your Cigna company employment and which are
protectable by copyright are “works made for hire,” as defined in the United States
Copyright Act.
(2) You agree to (i) maintain and make available adequate current records, including
electronic records, notes, sketches and drawings, of all Inventions you make, and (ii)
disclose such Inventions in writing upon request. These records will remain the property of
Cigna companies.
(3) If in the course of your Cigna company employment, you incorporate a Prior
Invention into any Cigna company work product, you grant Cigna companies a
nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to use the Prior
Invention as part of or in connection with the work product. Within 45 days after the date
of this grant, you agree to notify Cigna Shareholder Services
(shareholderservices@Cigna.com) of any Prior Inventions that you are not assigning under
this paragraph 8(b).
(4) “Inventions” means any and all inventions, original works of authorship,
developments, concepts, sales methods, improvements, trade secrets, or similar intellectual
property, whether or not patentable or registrable under copyright or similar laws, that
relate to any Cigna company’s current or proposed business, work products or research and
development which you have or will solely or jointly conceive, develop, reduce to practice,
or fix during your Cigna company employment.
(5) “Prior Inventions” means all inventions, original works of authorship,
developments, concepts, sales methods, improvements, trade secrets or similar intellectual
property, whether or not patentable or registrable under copyright or similar laws, that
relate to any Cigna company’s current or proposed business, work products or research and
development which you conceived, developed, reduced to practice or fixed before your
Cigna company employment and which belong to you.
(c) Violation
You will engage in a “Violation” if, directly or indirectly, you engage in any willful
misconduct as described in paragraph 8(c)(1) below or you break any of the “Promises”.
(1) Willful Misconduct:
(A) You have a Termination of Employment initiated by a Cigna company
because you engaged in conduct that constitutes a gross violation of
Cigna's Code of Ethics and Principles of Conduct or other employment
policies.
(B) You do anything else while an employee of any Cigna company that is not
discovered by the company until after your Termination of Employment
and that would, if you had still been employed at the time of the discovery,
be reason for your Termination of Employment for willful misconduct, as
described above.
(2) Promise to Assist with Patent and Copyright Registrations:
(A) You Promise that, during your Cigna company employment and after your
Termination of Employment, you will assist Cigna companies, should they
request and at Cigna's expense, to secure their rights (including any

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copyrights, patents, trademarks or other intellectual property rights) in or

relating to the Inventions in any and all countries, including by:
(i) disclosing to Cigna Companies all pertinent information and data;
and
(ii) executing all applications, assignments or other instruments
necessary to apply for and obtain these rights and assign them to
Cigna companies.
(d) (1) If you were an Executive Officer (subject to the requirements of Section 16(a) of
the Exchange Act) at any time during the 24-month period before the date of a
Violation of the Covenant Agreement, the People Resources Committee will have
the sole discretion to waive your obligation to make all or any part of the Payment
(described in paragraph 9) and to impose conditions on any waiver.
(2) Otherwise, Cigna's Senior Human Resources Officer, or his or her designee, will
have the sole discretion to waive your obligation to make all or any part of the
Payment and to impose conditions on any waiver.
(3) Determinations of the People Resources Committee, Cigna's Senior Human
Resources Officer, or his or her designee, will be final and binding on all parties.

9. Consequences of a Violation: Payment to Cigna

Important: This paragraph 9 is not Cigna's only remedy for a Violation. Cigna may seek any
additional legal or equitable remedy, including as described in the Covenant Agreement.
(a) If you engage in any Violation at any time:
(1) You will immediately forfeit all unvested Performance Shares; and
(2) No payment will be made for any Performance Shares that have vested under
paragraph 4(b) if the Violation occurs before the applicable Payment Date.
(b) You must immediately make the Payment described in paragraph 9(c) to Cigna in the
manner described in paragraph 9(d) if:
(1) You engage in a Violation of the non-competition or non-solicitation restrictions of
the Covenant Agreement; or
(2) You engage in a Violation described in paragraph 8(c)(1) (willful misconduct) or
any other Violation (e.g. you disclose Cigna company Confidential Information in
violation of the Covenant Agreement) at any time.
(c) “Payment” is the value you realize from any Performance Shares that are paid under
paragraph 5 during the 12-month period ending on (and including) the date of your
Termination of Employment. The Payment will equal:
(1) The number of Performance Shares that are paid during that 12-month period;
multiplied by
(2) The Fair Market Value of the Shares issued on the Payment Date for those
Performance Shares;
plus
(3) The total amount of all actual dividends, if any, paid to you on those Shares
through the date of the Payment described in paragraph 9(d).

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(d) Cigna will recover the Payment from you by any means permitted by applicable law, at the
sole discretion of Cigna management, including but not limited to any or all of the
following methods:
(1) If you have any Shares in a Stock Account or in any other account in book-entry
form when a Violation occurs, Cigna will take back from you the whole number of
Shares that has a total Fair Market Value as of the date of the Violation up to, but
not more than, the Payment amount.
(2) Cigna will, to the extent permitted by applicable law, reduce:
(A) The amount of any payments that any Cigna company owes you for any
reason (including without limit any payments owed to you under any
nonqualified retirement, deferred compensation or other plan or
arrangement) by
(B) The Payment amount.
This reduction will not occur until the date a future payment to you is due.
(3) Cigna will send you a written notice and demand for all or part of any Payment
amount. Within 30 days after you receive that notice and demand, you must make
the Payment to Cigna.

10. Consequences of a Violation: Designation of Cigna as Agent and Attorney-in-Fact for

Inventions
You agree that:
(a) If Cigna Companies are unable to obtain your signature on any instruments needed to
secure their rights in or relating to the Inventions pursuant to paragraph 8(c)(2)(A); then
(b) You hereby appoint Cigna companies and their duly authorized officers as your agents and
attorneys in fact to act for and on your behalf to execute and file any documents and take
other actions as may be necessary for Cigna companies to secure those rights.
11. Agreeing to Assume Risks
Cigna, its stock plan administrator and its transfer agent will try to process your stock transaction
requests in a timely manner; however, Cigna makes no promises or guarantees to you relating to
the market price of the Shares or to the time it may take to act on your request to sell the Shares.
By accepting this Strategic Performance Share grant:
(a) You acknowledge that the action you request may not be completed until several days after
you submit it.
(b) You agree to assume the risks, including the risk that the market price of the Shares may
change, related to delays described in paragraph 11(a) between the time you ask for any
Shares to be sold and the time your Shares are actually sold.
12. Applicable Law
You understand and agree that, except as otherwise provided in the Covenant Agreement, the terms
and conditions of this Strategic Performance Share Grant and all determinations made under the
Strategic Performance Share Grant Agreement, the Plan, and these Terms and Conditions will be
interpreted under the laws of the State of Delaware, without regard to its conflict of laws rule.
For the avoidance of doubt, the terms and conditions of the Covenant Agreement and all
determinations made under the Covenant Agreement will be interpreted under applicable state law
as set forth in the Covenant Agreement.
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13. Arbitration
Except as otherwise provided in the Covenant Agreement, if you have an agreement with Cigna to
arbitrate employment-related disputes, you agree to resolve any disputes relating to this Strategic
Performance Share Grant through arbitration.
14. Acceptance
If you disagree with any of these Terms and Conditions, or the terms and conditions of the
Covenant Agreement, YOU MUST NOT ACCEPT THE STRATEGIC PERFORMANCE
SHARE GRANT. If you sign the Strategic Performance Share grant, or the Covenant Agreement,
or acknowledge your acceptance electronically or otherwise, you will be:
(a) Agreeing to all the terms and conditions of the Strategic Performance Share grant and of
the Covenant Agreement, including the Inventions provision in paragraph 8(b) and all of
the Promises;
(b) Warranting and representing to Cigna that you are, and will remain, in full compliance
with all applicable terms and conditions;
(c) Authorizing Cigna to recover the Payment described in paragraph 9 and to seek any other
available remedy pursuant to the Covenant Agreement, if you engage in a Violation; and

(d) Appointing Cigna as your agent and attorney-in-fact to secure rights with respect to
Inventions if unable to obtain your signature as described in paragraph 10.

2020 US SPS Grant Agreement including Terms and Conditions

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Schedule I to
Terms and Conditions of 2020 Grants
of Strategic Performance Shares
For Performance Period 2020-2022

Shares Awarded; Shares Earned

“Shares Awarded” is the number of Performance Shares granted to an eligible employee for the
Performance Period. Shares Awarded are allocated at time of grant to the two weighted
performance measures (the “Performance Measure Components”) as follows: 50% to Total
Shareholder Return and 50% to Earnings Per Share Growth.

“Shares Earned” is determined after the end of the three-year Performance Period. Shares Earned
will range from 0% to 200% of the Shares Awarded, and the actual number of Shares Earned will
depend on the degree to which Cigna achieves the goals set at time of grant for each Performance
Measure Component, as described below under Compensation Determination, and the PRC’s
exercise of downward discretion, if applied.

Performance Measurement

The two Performance Measure Components for the 2020-2022 Performance Period are:

 Cigna's Total Shareholder Return (TSR) relative to a peer group of industry competitors,
and
 Earnings Per Share Growth for the ongoing businesses.

The formulas described below under Compensation Determination will be used to determine the
Shares Earned Percentage (called the Vesting Percentage in the Cigna Long-Term Incentive Plan).
The determination is made separately for each set of Shares Awarded that is allocated to a
Performance Measure Component. The formula for each Performance Measure Component
includes a minimum performance threshold, below which the Shares Earned Percentage for that
Performance Measure Component will be zero. In addition, the PRC has complete discretion to
apply its judgment to the results generated by the formula for the TSR Performance Measure
Component and make adjustments downward, as far down as 0%, in the Shares Earned Percentage.
For the Earnings Per Share component, the PRC will consider the CEO’s recommendation and
determine the Shares Earned percentage within the range of the applicable performance tier.

The PRC also has the right to adjust or change completely, in its sole discretion, the Performance
Measures and/or the formulas for calculating the Shares Earned percentages if Cigna or one of the
designated Peer Group companies is involved in any material merger, acquisition or divestiture
during the Performance Period.

For the Total Shareholder Return Component, the designated industry competitors (the Peer Group)
for the 2020-2022 Performance Period are: AmerisourceBergen, Anthem, Cardinal Health,
Centene, CVS, Humana, McKesson, UnitedHealth, and Walgreens Boots. These companies were
determined to be Cigna's publicly-traded peers based upon business mix and other factors.

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Compensation Determination

The compensation to be paid for each SPS award (that is, the Shares Earned) is determined in a
three-step process.

Step 1 – Calculate Total Shareholder Return Component

In determining the Shares Earned Percentage for the Total Shareholder Return Component,
relative TSR is measured against five percentage ranges of Shares Earned, at each of the
25th, 50th, 75th and 85th relative percentile rankings, and then using straight line
interpolation based on Cigna's three-year TSR for the 2020-2022 Performance Period
within the relevant percentage range to determine Shares Earned for the TSR measure.
Cigna’s TSR performance relative to TSR performance of the Peer Group companies will
determine which percentage range will be used to calculate the Shares Earned percentage.
The three-year TSR is the compound annual growth rate in share price over three years,
with dividends treated as reinvested.

In determining the Shares Earned Percentage for the TSR Component, the matrix below
will be used. Any Peer Group company that is no longer a stand-alone company at the end
of the Performance Period will not be included in the calculation. As indicated in the
matrix, the relative TSR Target is the 50th percentile, and the Threshold relative TSR
(below which no value will be allocated to the TSR component) is the 25th percentile.

TSR Performance (percentile) Shares Earned (% of

Shares Awarded)*
Maximum (>85th) 200%
Above Target (75th) 175% to 200%
Target (50th) 100% to 175%
Below Target (25th) 25% to 100%
Threshold (e.g. <25th) 0%

* The Shares Earned percentage within a defined relative TSR percentage range of achievement is
determined using straight line interpolation based on Cigna's actual TSR performance; however,
there are no Shares Earned for performance below the 25th percentile.

Step 2 – Calculate Earnings Per Share Growth Component

In determining the Shares Earned Percentage for the Earnings Per Share Growth
Component, the following matrix will be used. Management will make a recommendation
to the PRC regarding the Shares Earned within the range. It is important to note that the
maximum Shares Earned for each performance level is the top end of the range, but the
PRC has downward discretion in each level to adjust the component value down to the
lowest percentage of the range.

Earnings Per Share Growth * Shares Earned (% of

(Based on 2019 Actual) Shares Awarded)

Cumulative earnings per share over the three-year period calculated

assuming a compound annual growth rate of 60.6% to 65.0% 160% - 200%
Cumulative earnings per share over the three-year period calculated
assuming a compound annual growth rate of 55.9% to 60.6% 120%- 160%
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Cumulative earnings per share over the three-year period calculated

assuming a compound annual growth rate of 50.8% to 55.9% 80% - 120%
Cumulative earnings per share over the three-year period calculated
assuming a compound annual growth rate of 48.2.% to 50.8% 35% - 80%
*
The assumed compound annual growth rates are used to define dollar targets for each
performance range. Achievement of the performance goal is measured in actual dollars,
not percentage growth.

Step 3 - Determine the Total Shares Earned

The number of Shares Awarded to an award recipient for the Performance Period that was
allocated to each Performance Measure Component is multiplied by the approved Shares
Earned Percentage for that Component as follows:

Steps 1 and 2 Step 3

50% of Shares Awarded
Shares Earned Number of Shares Earned for
x allocated to TSR x
Percentage from Step 1 = TSR Component
Component
Total Shares
Awarded 50% of Shares Awarded
Number of Shares Earned for
allocated to Earnings Shares Earned
x x Earnings Per Share Growth
Per Share Growth Percentage from Step 2 =
Component
Component

Sum of this Column = Total

Number of Shares Earned

The number of Shares Earned for each Performance Measure Component are added together to
determine total number of Shares Earned by the award recipient for the Performance Period. There
will not be any fractional Shares Earned; the number of Shares Earned will be rounded following
normal rounding rules. The total number of Shares Earned cannot exceed 200% of the Shares
Awarded.

K916OYUU

03/25/2020 11:24 AM U.S. Eastern Standard Time

ACCEPTED

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EXHIBIT K
Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 162 of 231 PageID #: 162

Cigna Corporation

Cigna Long-Term Incentive Plan: Restricted Stock Grant Agreement

Cigna Corporation (“Cigna”) has granted you the number of shares of restricted stock of Cigna set
forth below in this Restricted Stock Grant Agreement (“Restricted Stock Grant” or “Grant”) under
the Cigna Long-Term Incentive Plan (“Plan”). The date of your Restricted Stock Grant (“Grant
Date”) and the dates on which your Grant is scheduled to vest (“Vesting Dates”) are also indicated
below. The award is subject to the provisions of the Plan and the Terms and Conditions below.

You should carefully read all the terms and conditions of this Restricted Stock Grant and be sure
you understand what they say and what your responsibilities and obligations are before you click
on the ACCEPT button to acknowledge and agree to this Grant.

If you are not willing to agree to all of the Grant terms and conditions, do not accept the Grant and
do not click the ACCEPT button for the Restricted Stock Grant Acknowledgment and Agreement.
If you do not accept the Grant, you will not receive the benefits of the Grant.

If you do click on the ACCEPT button, you are accepting and agreeing to all of the terms and
conditions of this Restricted Stock Grant, which include, among other things, restrictive covenants
such as non-competition, customer and employee non-solicitation and non-disclosure provisions
and litigation cooperation and intellectual property assignment and assistance provisions.

Participant: AMY J BRICKER

Grant Type: RSA
Plan Name: Cigna Long-Term Incentive Plan

Grant Date: 02/27/2019

Total Granted: 954
Grant Price: $0.000000 (USD)

Vesting Schedule
Shares Granted Vesting Date
1/3 of the Shares Granted The First Anniversary of the Grant Date
1/3 of the Shares Granted The Second Anniversary of the Grant Date
1/3 of the Shares Granted The Third Anniversary of the Grant Date

You should also read the Plan Document and Key Contacts and Reference Materials document
(attached to the Plan) and indicate that you have done so and agree to the terms by checking the
appropriate box in the online grant acceptance process. The Key Contacts and Reference Materials
document contains information on how to get important stock award information (such as the Plan
Prospectus, Tax Considerations and Cigna's Securities Transactions and Insider Trading Policy)
and whom to contact if you have questions.

Please be aware that the Cigna Securities Transactions and Insider Trading Policy places
restrictions on your transactions in Cigna securities and requires certain Cigna employees to obtain
advance permission from the Corporate Secretary before executing transactions in Cigna securities.

If you have questions about your award, please contact Cigna Shareholder Services by email at
shareholderservices@cigna.com or by phone at 215.761.3516.

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Important Notice: Restricted Stock Grant Acknowledgment and Agreement

By clicking on the ACCEPT button, I:

1. Acknowledge and represent to Cigna that I have:
a. received the Restricted Stock Grant;
b. read and understand its terms and conditions, which include, among other things,
restrictive covenants such as non-competition, customer and employee non-solicitation and
non-disclosure provisions and litigation cooperation and intellectual property assignment
and assistance provisions; and
c. received answers to any questions I had about the Grant and its terms and conditions,
including the restrictive covenants.

2. Understand and agree that:

a. Delaware law governs the interpretation and construction of the Grant; and
b. any controversy or proceeding arising out of or relating to the restrictive covenants in the
Grant will be brought exclusively before a federal or state court in the State of Delaware
where venue is appropriate and that has subject matter jurisdiction (collectively, “Delaware
Courts”).

3. Consent to Delaware Courts exercising personal jurisdiction over me in any dispute about the
restrictive covenants.

Scroll down for the TERMS AND CONDITIONS of the Restricted Stock Grant.

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TERMS AND CONDITIONS OF YOUR 2019

RESTRICTED STOCK GRANT

These Terms and Conditions are an important part of your grant of Restricted Stock from Cigna
Corporation (Cigna). The terms of your Restricted Stock grant are in: (a) the electronic Restricted
Stock Grant Agreement above, (b) these Terms and Conditions, and (c) the applicable Plan
provisions.
Certain words in this document with first letters capitalized are defined in the Restricted Stock
Grant Agreement above, these Terms and Conditions or Article 2 of the Plan. This grant is void if
you are not an employee of Cigna or a Subsidiary (a Cigna company) on the Grant Date.

1. Restricted Stock; Restrictions

Shares of Restricted Stock (Shares) are regular shares of Cigna Common Stock, but they are
subject to certain Restrictions. The Restrictions are:
(a) You cannot sell or transfer the Shares to anyone during the Restricted Period; and
(b) Unless an exception applies, you will forfeit (lose your right to) the Shares if you have a
Termination of Employment during the Restricted Period.
Article 7 of the Plan describes these Restrictions in more detail. In addition, you must also comply
with all the other terms and conditions of this grant, including those contained in this document.

2. Restricted Period; Vesting

The Restricted Period starts on the Grant Date and ends on the Vesting Date. The Restrictions on
the Shares will end (your Shares will vest) on the applicable Vesting Date only if you remain
continuously employed by a Cigna company from the Grant Date to the applicable Vesting Date
and comply with all the terms and conditions of this grant, including those contained in this
document.
You have three separate Vesting Dates under this grant because the Shares will vest in three stages:
one-third (1/3) on the first (1st) anniversary of the Grant Date; an additional one-third (1/3) on the
second (2nd) anniversary of the Grant Date; and the remaining one-third (1/3) on the third (3rd)
anniversary of the Grant Date. Your Vesting Date may be earlier (see paragraph 3).

3. Early Vesting

In certain situations your vesting date may be earlier than the Vesting Dates described in paragraph
2:
(a) The Shares will vest upon your Termination of Employment if it is Upon a Change of
Control or due to your death or Disability. Whether there is a Termination Upon a Change
of Control for purposes of this Restricted Stock grant is determined by reference to a
Change of Control (as defined in the Plan) of the entity issuing this grant (Cigna
Corporation) and not by reference to a Change of Control of any predecessor entity of
Cigna Corporation.
(b) The Shares may vest upon your Termination of Employment if:
(1) It is due to your Early Retirement or Retirement; and
(2) The People Resources Committee or its designee (including Cigna’s senior human
resources officer) approves the early vesting before your Termination of
Employment.

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If you want to be considered for early vesting when you retire, you must ask your manager
or human resources representative far enough in advance of your retirement so there is time
to process your request.

4. Voting Rights; Dividends

(a) You have the right to vote the Shares. If you forfeit a Share, you will also forfeit the right
to vote the Share.
(b) You have the right to receive dividends on the Shares. Dividends paid on the Shares
during the Restricted Period will be held by Cigna. Subject to the forfeiture provisions of
paragraph 4(c), your right to receive accumulated dividends on a Share will vest on the
scheduled Vesting Date for the Share described in paragraph 2 (Scheduled Vesting Date).
Once a Share vests, your right to future dividends on the Share, and the method of
payment, will be the same as for any other Cigna shareholder.
(c) If you forfeit a Share, you will also forfeit the right to any accumulated and future
dividends related to the Share. Even if you do not forfeit a Share, you will forfeit the right
to any accumulated dividends on the Share if:
(1) You have a Termination of Employment before the Scheduled Vesting Date for a
Share (even if the Share vests under paragraph 3);
(2) The Scheduled Vesting Date for a Share occurs before the Share vests (because
vesting is delayed); or
(3) You are on a leave of absence when the Share vests.
(d) Vested accumulated dividends, less applicable taxes withheld, will be paid to you in a
lump sum within 70 days after the Scheduled Vesting Date. Cigna will not pay any interest
on the accumulated dividends.

5. Taxes at Vesting
When the Shares vest, you must satisfy any required tax withholding obligation. Cigna reserves
the right to withhold enough newly-vested Shares to cover all or part of any applicable tax
withholding. However, if section 83(b) of the U.S. Internal Revenue Code of 1986, as amended,
applies to you and you make a timely election under that provision, you must make an immediate
cash payment to satisfy any required tax withholding obligation.

6. Book-Entry Shares; Sale of Shares

(a) Cigna (or a custodian appointed by Cigna) will hold your Shares before and after vesting in
book-entry form in a Stock Account. That is, a record of your Share ownership will be
kept electronically, and you will not risk losing any Share certificates. A certificate for
vested Shares will be issued to you only if you ask for one, but not if you have engaged in
a Violation (described in paragraph 7(c)).
(b) You may generally sell or transfer vested Shares at any time, but your right to sell the
Shares after they vest may be limited by Cigna. This right is subject to the terms of Cigna's
Securities Transactions and Insider Trading Policy, and Cigna reserves the right, for any
reason at any time, to suspend or delay action on any request you make to sell the Shares.

7. Conditions of Grant
(a) By accepting the grant, you are agreeing:
(1) to the Inventions provision in paragraph 7(b);
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(2) to notify Cigna if you accept an offer to perform services for any individual or
entity while you are subject to the non-competition restriction in paragraph 7(c)(2)
below. Such notice shall be provided by email to Cigna Shareholder Services
(shareholderservices@Cigna.com) within 10 days of your acceptance of the offer
and shall identify the individual or entity and your anticipated start date;
(3) to disclose the terms of the Promises (including, without limitation, your
obligations related to non-solicitation and non-competition below) and the
consequences of a Violation to any individual or entity for whom you perform
services during the 12 month period immediately following your Termination of
Employment; and
(4) not to engage in any Violation described in paragraph 7(c)
You understand and agree that the conditions of grant set forth in this paragraph 7(a) are a
material part of the inducement for Cigna's granting you the Shares and essential pre-
conditions to your eligibility to exercise any rights associated with the Shares and retain
any benefit from the vesting of the Shares.
(b) Inventions
(1) You hereby assign and promise to assign to Cigna companies or their designee, all
your right, title, and interest in and to any and all current and future Inventions. You
acknowledge that all original works of authorship which you make (whether alone or
jointly with others) within the scope of your Cigna company employment and which are
protectable by copyright are “works made for hire,” as defined in the United States
Copyright Act.
(2) You agree to (i) maintain and make available adequate current records, including
electronic records, notes, sketches and drawings, of all Inventions you make, and (ii)
disclose such Inventions in writing upon request. These records will remain the property of
Cigna companies.
(3) If in the course of your Cigna company employment, you incorporate a Prior
Invention into any Cigna company work product, you grant Cigna companies a
nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to use the Prior
Invention as part of or in connection with the work product. Within 45 days after the date
of this grant, you agree to notify Cigna Shareholder Services
(shareholderservices@Cigna.com) of any Prior Inventions that you are not assigning under
this paragraph 7(b).
(4) “Inventions” means any and all inventions, original works of authorship,
developments, concepts, sales methods, improvements, trade secrets, or similar intellectual
property, whether or not patentable or registrable under copyright or similar laws, that
relate to any Cigna company’s current or proposed business, work products or research and
development which you have or will solely or jointly conceive, develop, reduce to practice,
or fix during your Cigna company employment.
(5) “Prior Inventions” means all inventions, original works of authorship,
developments, concepts, sales methods, improvements, trade secrets or similar intellectual
property, whether or not patentable or registrable under copyright or similar laws, that
relate to any Cigna company’s current or proposed business, work products or research and
development which you conceived, developed, reduced to practice or fixed before your
Cigna company employment and which belong to you.

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(c) Violation
You will engage in a “Violation” if, directly or indirectly, you engage in any willful
misconduct as described in paragraph 7(c)(1) below or you break any of the “Promises”.
“Promises” means the promises contained in paragraphs 7(c)(2) through (7) below (the
“Grant Agreement Promises”); provided, however, if you entered into any currently
effective agreement with a Cigna company prior to the Grant Date (not including any
previous equity grants made to you under the Plan) that addresses the same topic covered
by any of the Grant Agreement Promises (including, but not limited to those relating to
non-competition, non-solicitation of employees, non-solicitation of customers, confidential
information, cooperation, and assistance with patent and copyright registrations) (a “Prior
Agreement”), then “Promises” shall mean the relevant terms of the Prior Agreement with
respect to such topic (the “Prior Agreement Promises”) and a “Violation” will be
determined by reference to the Prior Agreement Promises by Cigna in is sole discretion.
Notwithstanding the foregoing, if the Prior Agreement Promises are limited to a specific
Cigna company, business line, function or role, and you perform services for a different
Cigna company or business line or are in a different function or role, or if you have
broader enterprise wide responsibilities from the time you entered into the Prior
Agreement, then the Grant Agreement Promises shall apply with respect to such topic and
a “Violation” will be determined by reference to the Grant Agreement Promises by Cigna
in is sole discretion.
(1) Willful Misconduct:
(A) You have a Termination of Employment initiated by a Cigna company
because you engaged in conduct that constitutes a gross violation of
Cigna's Code of Ethics and Principles of Conduct or other employment
policies.
(B) You do anything else while an employee of any Cigna company that is not
discovered by the company until after your Termination of Employment
and that would, if you had still been employed at the time of the discovery,
be reason for your Termination of Employment for willful misconduct, as
described above.

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(2) Promise Not To Compete against Cigna Companies:

(A) If you are in an executive employee role (as classified and determined by
Cigna) on your Termination of Employment date:
You Promise not to become employed by, work as a consultant or
independent contractor for, or in any way render services or assistance to
any Cigna Competitor (defined in paragraph 7(c)(2)(C) below) at any time
during the period that starts on the Grant Date and ends 12 months after
your Termination of Employment.
You acknowledge and agree that:
(i) Cigna's business competes on a global basis;
(ii) Cigna's sales and marketing plans are for continued expansion
throughout the United States of America and globally;
(iii) You have had access to and received Confidential Information
(described in paragraph 7(c)(5)(B) below); and
(iv) The time restrictions and global nature of this non-competition
restriction are reasonable and necessary to protect Cigna's business
and Confidential Information.
(B) If you are not in an executive employee role (as classified and determined
by Cigna) on your Termination of Employment date:
You Promise not to become employed by, work as a consultant or
independent contractor for, or in any way render services or assistance to
any Cigna Competitor (defined in paragraph 7(c)(2)(C) below) at any time
during the period that starts on the Grant Date and ends 12 months after
your Termination of Employment, if that work is similar to, and within the
same geographic area as, the work you performed, or for which you had
responsibility, at any Cigna company at any time during the six-month
period that ends on your Termination of Employment date.
For example:
(i) If you are a sales employee and your sales territory at any time
during your last six months of Cigna company employment is
Pennsylvania, New Jersey, and New York, this paragraph
7(c)(2)(B) would apply to you only if you work in a sales position
for a Cigna Competitor and only to the extent your new sales
territory is Pennsylvania, New Jersey, and/or New York;

(ii) If you are an underwriter with nationwide responsibilities at any

time during your last six months of Cigna company employment,
and you seek a job with a Cigna Competitor as an underwriter, the
restrictions in paragraph 7(c)(2)(B) would be nationwide in scope;
or
(iii) If you work in a particular division or segment of Cigna, you
would not be permitted to work in a similar division or segment
for a Cigna Competitor where the work you are expected to
perform for the competitor is similar to the work you performed
for any Cigna company.

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You acknowledge and agree that you have had access to and received
Confidential Information (described in paragraph 7(c)(5)(B) below) and
the above time and geographic restrictions are reasonable and necessary to
protect Cigna's business and Confidential Information.
(C) “Cigna Competitor” means any business that competes directly or
indirectly with any Cigna company’s product or service.

(D) The Promise in paragraph 7(c)(2) not to compete against Cigna companies
after Termination of Employment will not apply and Cigna will not
enforce it with respect to Cigna company employment (i) in California or
(ii) in the case of a Termination of Employment initiated by the Company
or a successor other than a Termination for Cause, in Massachusetts.

(3) Promise Not To Solicit or Hire Cigna Company Employees:

(A) You Promise that, at any time during your Cigna company employment
and the period that ends 12 months after your Termination of Employment,
you will not:
(i) Solicit any employee of any Cigna company to terminate his/her
employment with, or otherwise cease his/her relationship,
contractual or otherwise, with that Cigna company; or
(ii) Hire any Cigna company employee.
(B) This paragraph 7(c)(3) will not apply to applications for employment
submitted voluntarily by any Cigna employee, in response to a general
advertisement or otherwise, so long as neither you, nor anyone acting on
your behalf or in response to information provided by you, otherwise
Solicits the employees to leave Cigna.
(C) To “Solicit” means to entice, encourage, persuade, or solicit, or to attempt
to entice, encourage, persuade or solicit.
(D) The Promise in paragraph 7(c)(3) not to solicit Cigna company employees
after Termination of Employment will not apply and Cigna will not
enforce it with respect to Cigna company employment in California unless
the activity involves the use of Confidential Information.

(4) Promise Not To Solicit Cigna Company Customers:

(A) You Promise that, at any time during your Cigna company employment
and the period that ends 12 months after your Termination of Employment,
you will not:
(i) Solicit any Cigna company customer to end an existing
relationship, contractual or otherwise, with that Cigna company;
(ii) Solicit any Cigna company customer to reduce the volume of their
business dealings with Cigna; or
(iii) Solicit any potential Cigna company customer to enter into any
business arrangements with you or any business which you may
become employed by, or affiliated in any way with, after leaving
any Cigna company, if such business arrangements would
compete in any way with any business that Cigna company has

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conducted, or has been planning to conduct, during the 12-month

period ending on the date of the Violation.
(B) The Promise in paragraph 7(c)(4)(A) above applies only to a customer or
potential customer with whom you had any Material Contact while
employed by any Cigna company. “Material Contact” means you:
(i) Had business dealings with the customer on behalf of any Cigna
company within the three-year period ending on the date of the
Solicitation;
(ii) Were responsible for supervising or coordinating the dealings
between any Cigna company and the customer or potential
customer anytime during the three-year period ending on the date
of the Solicitation; or
(iii) Obtained, at any time, trade secrets or confidential information
about a customer or potential customer with whom you had
contact as a result of your employment by any Cigna company.
(C) “Solicit” is defined in paragraph 7(c)(3)(C).
(D) The Promise in paragraph 7(c)(4) not to solicit Cigna company customers
after Termination of Employment will not apply and Cigna will not
enforce it with respect to Cigna company employment in California unless
the activity involves the use of Confidential Information.

(5) Promise Not To Disclose Cigna Companies’ Confidential Information:

(A) You Promise not to disclose any Confidential Information to any third-
party at any time, whether during or after your employment, without the
prior written consent of Cigna (except to the extent required by an order of
a court having competent jurisdiction or a properly issued subpoena)
unless that Confidential Information was previously disclosed publicly by
Cigna or has become public knowledge (other than by your disclosure).
Nothing in this Confidentiality provision prohibits you or your counsel
from initiating communications directly with, or responding to any inquiry
from, or providing testimony before any self-regulatory organization or
any state or federal regulatory authority. In the event that you are required
to disclose Confidential Information pursuant to a subpoena or other law
or regulation, you shall notify Cigna promptly upon learning that you have
been subpoenaed or are otherwise required or compelled to divulge
Confidential Information.
(B) The foregoing notwithstanding and in accordance with 18 USC Section
1833(b), you shall not be held criminally or civilly liable under any federal
or state trade secret law for the disclosure of any Confidential Information
that is a trade secret that is made: (i) confidentially to a federal, state, or
local government official, either directly or indirectly, or to an attorney,
and 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, if such filing is made under seal. If you file a lawsuit
for retaliation by Cigna for reporting a suspected violation of law, you may
disclose such trade secret to your attorney and use the trade secret
information in related court proceedings, provided that you file any

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document containing the trade secret information under seal and do not
disclose the trade secret, except pursuant to court order.
(C) “Confidential Information” means any Cigna company trade secrets,
confidential information, or proprietary materials, including but not limited
to customer lists, financial records, marketing plans and sales plans.
(6) Promise to Cooperate With Cigna in Investigations or Litigation:
(A) You Promise that, at any time after your Termination of Employment, you
will cooperate with Cigna in (i) all investigations of any kind, (ii) helping
to prepare and review documents and meeting with Cigna attorneys, and
(iii) providing truthful testimony as a witness or a declarant during
discovery and/or trial in connection with any present or future court,
administrative, agency, or arbitration proceeding involving any Cigna
company and with respect to which you have relevant information.
(B) Cigna agrees that it will reimburse you, upon production of appropriate
receipts and in accordance with Cigna's then existing Business Travel
Reimbursement Policy, the reasonable business expenses (including air
transportation, hotel, and similar expenses) incurred by you in connection
with such assistance. You must present to Cigna for reimbursement all
receipts for those expenses within 45 days after you incur the expenses.
(7) Promise to Assist with Patent and Copyright Registrations:
(A) You Promise that, during your Cigna company employment and after your
Termination of Employment, you will assist Cigna companies, should they
request and at Cigna's expense, to secure their rights (including any
copyrights, patents, trademarks or other intellectual property rights) in or
relating to the Inventions in any and all countries, including by:
(i) disclosing to Cigna Companies all pertinent information and data;
and
(ii) executing all applications, assignments or other instruments
necessary to apply for and obtain these rights and assign them to
Cigna companies.
(d) (1) If you were an Executive Officer (subject to the requirements of Section 16(a) of
the Exchange Act) at any time during the 24-month period before the date of the
Violation, the People Resources Committee will determine whether you engaged
in a Violation and will have the sole discretion to waive your obligation to make
all or any part of the Payment (described in paragraph 8) and to impose conditions
on any waiver.
(2) Otherwise, Cigna's Senior Human Resources Officer, or his or her designee, will
determine whether you engaged in a Violation and will have the sole discretion to
waive your obligation to make all or any part of the Payment and to impose
conditions on any waiver.
(3) Determinations of the People Resources Committee, Cigna's Senior Human
Resources Officer, or his or her designee, will be final and binding on all parties.

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8. Consequences of a Violation: Payment to Cigna

Important: This paragraph 8 is not Cigna's only remedy for a Violation. Cigna may seek any
additional legal or equitable remedy, including an injunction described in paragraph 9, for a
Violation.
(a) You will immediately forfeit all unvested Shares if you engage in any Violation at any
time.
(b) You must immediately make the Payment described in paragraph 8(c) to Cigna in the
manner described in paragraph 8(d) if:
(1) You engage in a Violation described in paragraph 7(c)(2) (compete against Cigna),
7(c)(3) (Solicit or hire Cigna employees) or 7(c)(4) (Solicit Cigna customers),
either while you are a Cigna company employee or within 12 months after your
Termination of Employment; or
(2) You engage in a Violation described in paragraph 7(c)(1) (willful misconduct),
7(c)(5) (disclose Confidential Information) 7(c)(6) (fail to cooperate) or 7(c)(7)
(fail to assist) at any time.
(c) “Payment” is the value you realize from any Shares that vest during the 12-month period
ending on the date of the Violation. The Payment will equal:
(1) The number of Shares that vest during that 12-month period;
multiplied by
(2) The Fair Market Value of those Shares on their Vesting Date;
plus
(3) The total amount of all dividends, if any, paid to you on those Shares through the
date of the Payment.
(d) Cigna will recover the Payment from you by any means permitted by applicable law, at the
sole discretion of Cigna management, including but not limited to any or all of the
following methods:
(1) If you have any Shares in a Stock Account or in any other account in book-entry
form when a Violation occurs, Cigna will take back from you the whole number of
Shares that has a total Fair Market Value as of the date of the Violation up to, but
not more than, the Payment amount.
(2) Cigna will, to the extent permitted by applicable law, reduce:
(A) The amount of any payments that any Cigna company owes you for any
reason (including without limit any payments owed to you under any
nonqualified retirement, deferred compensation or other plan or
arrangement) by
(B) The Payment amount.
This reduction will not occur until the date a future payment to you is due.
(3) Cigna will send you a written notice and demand for all or part of any Payment
amount. Within 30 days after you receive that notice and demand, you must make
the Payment to Cigna.

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9. Consequences of a Violation: Injunction

You agree that:
(a) Cigna will be entitled to ask a court of competent jurisdiction to issue an order (an
injunction) that requires you to take action and/or that prohibits you from taking action, as
needed to ensure that you keep all of the Promises described in paragraph 7(c)(2) through
(7), and Cigna will not be required to post a bond in order to seek or obtain the injunction;
(b) Any breach or threatened breach of any of the Promises would cause irreparable injury to
Cigna, and monetary damages alone would not provide an adequate remedy; and
(c) The remedies described in paragraph 9(a) are in addition to any other rights and remedies
Cigna may have at law or in equity.

10. Consequences of a Violation: Designation of Cigna as Agent and Attorney-in-Fact for

Inventions
You agree that:
(a) If Cigna Companies are unable to obtain your signature on any instruments needed to
secure their rights in or relating to the Inventions pursuant to paragraph 7(c)(7)(A); then
(b) You hereby appoint Cigna companies and their duly authorized officers as your agents and
attorneys in fact to act for and on your behalf to execute and file any documents and take
other actions as may be necessary for Cigna companies to secure those rights.
11. Agreeing to Assume Risks
Cigna, its stock plan administrator and its transfer agent will try to process your stock transaction
requests in a timely manner; however, Cigna makes no promises or guarantees to you relating to
the market price of the Shares or to the time it may take to act on your request to sell the Shares or
deliver stock certificates. By accepting this Restricted Stock grant:
(a) You acknowledge that the action you request may not be completed until several days (or
in the case of delivery of stock certificates, several weeks) after you submit it.
(b) You agree to assume the risks, including the risk that the market price of the Shares may
change, related to delays described in paragraph 11(a):
(1) Between the time you ask for any Shares to be sold and the time your Shares are
actually sold; and
(2) Between the time you ask for stock certificates to be delivered to you or your
broker and the time the certificates are delivered.

12. Applicable Law

You understand and agree that:
(a) The terms and conditions of this Restricted Stock grant (including any Violation and the
consequences of any Violation) and all determinations made under the Restricted Stock
Grant Agreement, the Plan, and these Terms and Conditions will be interpreted under the
laws of the State of Delaware, without regard to its conflict of laws rule;
(b) Any action by you or Cigna seeking emergency, temporary or permanent injunctive relief
will be resolved exclusively in a federal or state court in the State of Delaware where venue
is appropriate and that has subject matter jurisdiction over the dispute (collectively,
“Delaware Courts”);

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(c) Delaware is a convenient forum for resolving any action by you or Cigna seeking
emergency, temporary or permanent injunctive relief; and
(d) You and Cigna consent to the exercise of personal jurisdiction over the parties by a
Delaware Court in any action by you or Cigna seeking emergency, temporary or permanent
injunctive relief.

13. Arbitration
You agree and understand that:
(a) Except as provided in paragraph 12, any dispute over any of the terms and conditions that
apply to this Restricted Stock grant will be resolved exclusively under the Cigna
Employment Dispute Arbitration Policy and its Rules and Procedures as may be in effect
when the dispute arises;
(b) You are waiving your right to have those disputes decided by a judge or jury in a court of
law, and instead you are agreeing to submit those disputes exclusively to mandatory and
binding final arbitration; and
(c) While you or Cigna may seek emergency, temporary or permanent injunctive relief from a
court in accordance with applicable law, after the court has issued a decision about that
relief, you and Cigna will submit the dispute to final and binding arbitration under the
Cigna Employment Dispute Arbitration Policy pursuant to this paragraph 13.

14. Miscellaneous
(a) If a court of competent jurisdiction determines that any provision of these Terms and
Conditions is unenforceable as written, that provision will be enforceable to the maximum
extent permitted by law and will be reformed by the court to make the provision
enforceable in accordance with Cigna’s intent and applicable law.
(b) Cigna’s failure to enforce any provision of this Restricted Stock grant will not be
interpreted as a waiver of its right to enforce that provision in the future.

15. Acceptance
If you disagree with any of these Terms and Conditions, including those in paragraphs 7, 8, 9
and 10 YOU MUST NOT ACCEPT THE RESTRICTED STOCK GRANT. If you sign the
Restricted Stock grant, or acknowledge your acceptance electronically or otherwise, you will be:
(a) Agreeing to all the terms and conditions of the Restricted Stock grant including the
Inventions provision in paragraph 7(b) and the Promises in paragraph 7(c);
(b) Warranting and representing to Cigna that you are, and will remain, in full compliance
with those terms and conditions;
(c) Authorizing Cigna to recover the Payment described in paragraph 8 and seek an injunction
described in paragraph 9, if you engage in a Violation; and

(d) Appointing Cigna as your agent and attorney-in-fact to secure rights with respect to
Inventions if unable to obtain your signature as described in paragraph 10.

2019 US RSG Grant Agreement (3 Year graded) including Terms and Conditions

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J944T7L0

03/28/2019 08:08 AM U.S. Eastern Standard Time

ACCEPTED

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EXHIBIT L
 Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 177 of 231 PageID #: 177

Cigna Corporation

Cigna Long-Term Incentive Plan: Nonqualified Stock Option Grant Agreement

Cigna Corporation (“Cigna”) has granted you the option to purchase the number of shares of Cigna
Common Stock set forth below in this Option Grant Agreement (“Option Grant”) under the Cigna Long-
Term Incentive Plan (“Plan”). The date of your Option Grant (“Grant Date”), the dates on which your
Option Grant is scheduled to vest (“Vesting Dates”) and the date on which it is scheduled to expire
(“Expiration Date”) are also indicated below. The award is subject to the provisions of the Plan and the
Terms and Conditions below.

You should carefully read all the terms and conditions of this Option Grant and be sure you understand
what they say and what your responsibilities and obligations are before you click on the ACCEPT button
to acknowledge and agree to this Option Grant.

If you are not willing to agree to all of the Option Grant terms and conditions, do not accept the Option
Grant and do not click the ACCEPT button for the Option Grant Acknowledgment and Agreement. If
you do not accept the Option Grant, you will not receive the benefits of the Option Grant.

If you do click on the ACCEPT button, you are accepting and agreeing to all of the terms and conditions
of this Option Grant, which include, among other things, restrictive covenants such as non-competition,
customer and employee non-solicitation and non-disclosure provisions and litigation cooperation and
intellectual property assignment and assistance provisions.

Participant: AMY J BRICKER

Grant Type: NQ
Plan Name: Cigna Long-Term Incentive Plan

Grant Date: 02/27/2019

Grant Expiration Date: 02/27/2029
Total Options Granted: 3,296
Option Price: $183.4405 (USD)

Vesting Schedule
Options Granted Vesting Date
1/3 of the Options Granted The First Anniversary of the Grant Date
1/3 of the Options Granted The Second Anniversary of the Grant Date
1/3 of the Options Granted The Third Anniversary of the Grant Date

You should also read the Plan Document and Key Contacts and Reference Materials document (attached
to the Plan) and indicate that you have done so and agree to the terms by checking the appropriate box in
the online grant acceptance process. The Key Contacts and Reference Materials document contains
information on how to get important stock award information (such as the Plan Prospectus, Tax
Considerations and Cigna's Securities Transactions and Insider Trading Policy) and whom to contact if
you have questions.

Please be aware that the Cigna Securities Transactions and Insider Trading Policy places restrictions on
your transactions in Cigna securities and requires certain Cigna employees to obtain advance permission
from the Corporate Secretary before executing transactions in Cigna securities.

If you have questions about your award, please contact Cigna Shareholder Services by email at
shareholderservices@cigna.com or by phone at 215.761.3516.

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Important Notice: Option Grant Acknowledgment and Agreement

By clicking on the ACCEPT button, I:

1. Acknowledge and represent to Cigna that I have:
a. received the Option Grant;
b. read and understand its terms and conditions, which include, among other things, restrictive
covenants such as non-competition, customer and employee non-solicitation and non-disclosure
provisions and litigation cooperation and intellectual property assignment and assistance
provisions; and
c. received answers to any questions I had about the Option Grant and its terms and conditions,
including the restrictive covenants.

2. Understand and agree that:

a. Delaware law governs the interpretation and construction of the Option Grant; and
b. any controversy or proceeding arising out of or relating to the restrictive covenants in the Option
Grant will be brought exclusively before a federal or state court in the State of Delaware where
venue is appropriate and that has subject matter jurisdiction (collectively, “Delaware Courts”).

3. Consent to Delaware Courts exercising personal jurisdiction over me in any dispute about the
restrictive covenants.

Scroll down for the TERMS AND CONDITIONS of the Option Grant.

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TERMS AND CONDITIONS OF YOUR 2019 GRANT

OF A NONQUALIFIED STOCK OPTION

These Terms and Conditions are an important part of your grant of a nonqualified stock option (Option)
from Cigna Corporation (Cigna). The terms of your Option are in (a) the electronic Option Grant
Agreement above, (b) these Terms and Conditions and (c) the applicable Plan provisions.

Certain words in this document with first letters capitalized are defined in the Option Grant Agreement
above, these Terms and Conditions or Article 2 of the Plan. This grant is void if you are not an employee
of Cigna or a Subsidiary (a Cigna company) on the Grant Date.

1. The Option
The Option gives you the right to buy a certain number of shares of Cigna Common Stock (Shares)
during the Option Period (described in paragraph 2) at the Option Price. Your Option Grant Agreement
lists the number of Shares and your Option Price. To buy the Shares at the Option Price, you must
exercise the Option.

2. Option Period; Vesting

(a) You can exercise the Option only during the Option Period. The Option becomes exercisable, or
“vests,” on the first day of the Option Period and expires on the last day of the Option Period.
(b) The Option Period for one-third of the Shares starts on the first (1st) anniversary of the Grant
Date; for another third of the Shares on the second (2nd) anniversary of the Grant Date; and for the
final third of the Shares on the third (3rd) anniversary of the Grant Date. This is the vesting
schedule for the Option.
(c) The Option Period for all the Shares ends, and the Option will expire, the earlier of (1) 5:00 p.m.
Philadelphia time on the Expiration Date or (2) upon your Termination of Employment as
described under Early Expiration in paragraph 4.

3. Early Vesting
The Option may vest earlier than the dates listed under paragraph 2(b) as described here. If your
Termination of Employment occurs before the Option vests under paragraph 2, the Option will vest on
your Termination of Employment date, but only if your Termination of Employment is:
(a) Because of your death, Disability, Early Retirement or Retirement and you have not received or
will not be receiving severance pay from any Cigna company (whether under any severance
benefit plan or any contract, agreement or arrangement); or
(b) Upon a Change of Control.

Whether there is a Termination Upon a Change of Control for purposes of this Option Grant is
determined by reference to a Change of Control (as defined in the Plan) of the entity issuing this grant
(Cigna Corporation) and not by reference to a Change of Control of any predecessor entity of Cigna
Corporation.

4. Early Expiration upon Termination of Employment; Exceptions

(a) Upon your Termination of Employment (other than a Termination for Cause), the Option will
expire on the earlier of the Expiration Date or ninety (90) days after your Termination of
Employment date unless one of the exceptions described in paragraph 4(b) through (e) applies.
(b) If (1) your Termination of Employment is because of your death, Disability or Retirement, and
(2) you will not be receiving severance pay from any Cigna company (whether under any

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severance benefit plan or any contract, agreement or arrangement), then the Option will expire at
5:00 p.m. Philadelphia time on the Expiration Date.
(c) If your Termination of Employment is because of your Early Retirement, and you will not be
receiving severance pay from any Cigna company (whether under any severance benefit plan or
any contract, agreement or arrangement), the Option will expire at 5:00 p.m. Philadelphia time
on:
(1) The earlier of the Expiration Date or the third anniversary of your Termination of
Employment date; or
(2) The Expiration Date if, within six months before your Termination of Employment date,
you were an Executive Officer subject to the requirements of Section 16(a) of the
Securities Exchange Act of 1934 (“Executive Officer”).
(d) If your Termination of Employment is Upon a Change of Control (of Cigna Corporation), the
Option will expire on the earlier of the Expiration Date or ninety (90) days after your Termination
of Employment date.

(e) The Option will expire immediately upon your Termination for Cause.

5. Exercising the Option; Tax Withholding

(a) Cigna may limit your rights to exercise the Option and to sell any Shares you acquire by
exercising the Option. Your rights are subject to the terms of Cigna's Securities Transactions and
Insider Trading Policy, and Cigna reserves the right, for any reason at any time, to suspend or
delay action on any request you make to exercise the Option or sell the Shares. To comply with
legal requirements, Cigna may restrict the method by which you exercise the Option.
(b) If, because of limitations imposed by applicable law, you cannot exercise the Option before it
expires, then the Option will not expire on the date described in paragraph 4. Instead, the Option
Period will be extended temporarily until the earlier of (1) ten business days after the first date on
which the Option again becomes exercisable without the limitations or (2) 5:00 p.m. Philadelphia
time on the Expiration Date.
(c) To exercise all or part of the Option, you must (1) complete and submit any required Option
exercise form or electronic exercise instructions and (2) pay the Option Price and any required tax
withholding.
(d) You may pay the Option Price with cash. If you pay with cash, you must also pay any applicable
withholding tax liability in cash before Shares will be deposited in your Stock Account or
delivered to you.
(e) If you are a Cigna company employee when you exercise the Option, you may pay the Option
Price with Shares that are in your Stock Account if:
(1) you first purchased the shares on the open market; or
(2) at least six months have elapsed after the:
(A) grant date, if you received the shares as a grant of unrestricted Shares;
(B) vesting date, if you received them as a grant of Restricted Stock; or
(C) purchase date, if you bought them through a previous option exercise.
You will not be allowed to pay the Option Price with Shares if Cigna in its sole discretion
determines that it would risk adverse tax or accounting consequences as a result. If you are not a
Cigna company employee when you exercise the Option, or if your beneficiary or estate exercises
the Option, the Option Price cannot be paid in shares of stock.
(f) If you pay the Option Price in Shares:
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(1) You must exercise the Option for at least 50 Shares.

If there are not at least 50 Shares underlying the Option, you must exercise the Option for
all the Shares.
(2) You must pay any applicable tax-withholding obligation.
Cigna reserves the right to withhold from the Shares you purchase enough Shares to meet
all or part of any applicable tax-withholding obligation.
If you are an Executive Officer when you exercise the Option, you may satisfy part of the
withholding obligation by remitting to Cigna Shares you have owned for at least six
months as of the date the withholding obligation arises.
(g) You may pay the Option Price through a cashless exercise of the Option. Cigna reserves the right
to change the rules that apply to cashless exercises, or end your ability to do a cashless exercise,
at any time.

6. Book-Entry Shares
Cigna (or a custodian appointed by Cigna) will hold any Shares you, your beneficiary or estate acquire
upon exercise of the Option in book-entry form in a Stock Account. That is, a record of Share ownership
will be kept electronically, and you will not risk losing any Share certificates. A Share certificate will be
issued to you only if you ask for one, but not if you have engaged in a Violation (described in paragraph
7(c)).

7. Conditions of Grant
(a) By accepting the grant, you are agreeing:
(1) to the Inventions provision in paragraph 7(b);
(2) to notify Cigna if you accept an offer to perform services for any individual or entity
while you are subject to the non-competition restriction in paragraph 7(c)(2) below. Such
notice shall be provided by email to Cigna Shareholder Services
(shareholderservices@Cigna.com) within 10 days of your acceptance of the offer and
shall identify the individual or entity and your anticipated start date;
(3) to disclose the terms of the Promises (including, without limitation, your obligations
related to non-solicitation and non-competition below) and the consequences of a
Violation to any individual or entity for whom you perform services during the 12
month period immediately following your Termination of Employment; and
(4) not to engage in any Violation described in paragraph 7(c)
You understand and agree that the conditions of grant set forth in this paragraph 7(a) are a
material part of the inducement for Cigna's granting you the Option and essential pre-conditions
to your eligibility to exercise any rights associated with the Option and retain any benefit from
exercising the Option.
(b) Inventions
(1) You hereby assign and promise to assign to Cigna companies or their designee, all your
right, title, and interest in and to any and all current and future Inventions. You acknowledge that
all original works of authorship which you make (whether alone or jointly with others) within the
scope of your Cigna company employment and which are protectable by copyright are “works
made for hire,” as defined in the United States Copyright Act.
(2) You agree to (i) maintain and make available adequate current records, including
electronic records, notes, sketches and drawings, of all Inventions you make, and (ii) disclose
such Inventions in writing upon request. These records will remain the property of Cigna
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companies.
(3) If in the course of your Cigna company employment, you incorporate a Prior Invention
into any Cigna company work product, you grant Cigna companies a nonexclusive, royalty-free,
irrevocable, perpetual, worldwide license to use the Prior Invention as part of or in connection
with the work product. Within 45 days after the date of this grant, you agree to notify Cigna
Shareholder Services (shareholderservices@Cigna.com) of any Prior Inventions that you are not
assigning under this paragraph 7(b).
(4) “Inventions” means any and all inventions, original works of authorship, developments,
concepts, sales methods, improvements, trade secrets, or similar intellectual property, whether or
not patentable or registrable under copyright or similar laws, that relate to any Cigna company’s
current or proposed business, work products or research and development which you have or will
solely or jointly conceive, develop, reduce to practice, or fix during your Cigna company
employment.
(5) “Prior Inventions” means all inventions, original works of authorship, developments,
concepts, sales methods, improvements, trade secrets or similar intellectual property, whether or
not patentable or registrable under copyright or similar laws, that relate to any Cigna company’s
current or proposed business, work products or research and development which you conceived,
developed, reduced to practice or fixed before your Cigna company employment and which
belong to you.
(c) Violation
You will engage in a “Violation” if, directly or indirectly, you engage in willful misconduct as
described in paragraph 7(c)(1) below or you break any of the “Promises”.
“Promises” means the promises contained in paragraphs 7(c)(2) through (7) below (the “Grant
Agreement Promises”); provided, however, if you entered into any currently effective agreement
with a Cigna company prior to the Grant Date (not including any previous equity grants made to
you under the Plan) that addresses the same topic covered by any of the Grant Agreement
Promises (including, but not limited to those relating to non-competition, non-solicitation of
employees, non-solicitation of customers, confidential information, cooperation, and assistance
with patent and copyright registrations) (a “Prior Agreement”), then “Promises” shall mean the
relevant terms of the Prior Agreement with respect to such topic (the “Prior Agreement
Promises”) and a “Violation” will be determined by reference to the Prior Agreement Promises
by Cigna in is sole discretion. Notwithstanding the foregoing, if the Prior Agreement Promises
are limited to a specific Cigna company, business line, function or role, and you perform services
for a different Cigna company or business line or are in a different function or role, or if you have
broader enterprise wide responsibilities from the time you entered into the Prior Agreement, then
the Grant Agreement Promises shall apply with respect to such topic and a “Violation” will be
determined by reference to the Grant Agreement Promises by Cigna in is sole discretion.
(1) Willful Misconduct:
(A) You have a Termination of Employment initiated by a Cigna company because
you engaged in conduct that constitutes a gross violation of Cigna's Code of
Ethics and Principles of Conduct or other employment policies.
(B) You do anything else while an employee of any Cigna company that is not
discovered by the company until after your Termination of Employment and that
would, if you had still been employed at the time of the discovery, be reason for
your Termination of Employment for willful misconduct, as described above.
(2) Promise Not To Compete against Cigna Companies:
(A) If you are in an executive employee role (as classified and determined by Cigna)
on your Termination of Employment date:
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You Promise not to become employed by, work as a consultant or independent

contractor for, or in any way render services or assistance to any Cigna
Competitor (defined in paragraph 7(c)(2)(C) below) at any time during the period
that starts on the Grant Date and ends 12 months after your Termination of
Employment.
You acknowledge and agree that:
(i) Cigna's business competes on a global basis;
(ii) Cigna's sales and marketing plans are for continued expansion
throughout the United States of America and globally;
(iii) You have had access to and received Confidential Information (described
in paragraph 7(c)(5)(B) below); and
(iv) The time restrictions and global nature of this non-competition restriction
are reasonable and necessary to protect Cigna's business and Confidential
Information.
(B) If you are not in an executive employee role (as classified and determined by
Cigna) on your Termination of Employment date:
You Promise not to become employed by, work as a consultant or independent
contractor for, or in any way render services or assistance to any Cigna
Competitor (defined in paragraph 7(c)(2)(C) below) at any time during the period
that starts on the Grant Date and ends 12 months after your Termination of
Employment, if that work is similar to, and within the same geographic area as,
the work you performed, or for which you had responsibility, at any Cigna
company at any time during the six-month period that ends on your Termination
of Employment date.
For example:
(i) If you are a sales employee and your sales territory at any time during
your last six months of Cigna company employment is Pennsylvania,
New Jersey, and New York, this paragraph 7(c)(2)(B) would apply to
you only if you work in a sales position for a Cigna Competitor and only
to the extent your new sales territory is Pennsylvania, New Jersey, and/or
New York;
(ii) If you are an underwriter with nationwide responsibilities at any time
during your last six months of Cigna company employment, and you
seek a job with a Cigna Competitor as an underwriter, the restrictions in
paragraph 7(c)(2)(B) would be nationwide in scope; or
(iii) If you work in a particular division or segment of Cigna, you would not
be permitted to work in a similar division or segment for a Cigna
Competitor where the work you are expected to perform for the
competitor is similar to the work you performed for any Cigna company.
You acknowledge and agree that you have had access to and received
Confidential Information (described in paragraph 7(c)(5)(B) below) and the
above time and geographic restrictions are reasonable and necessary to protect
Cigna's business and Confidential Information.
(C) “Cigna Competitor” means any business that competes directly or indirectly with
any Cigna company’s product or service.

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(D) The Promise in paragraph 7(c)(2) not to compete against Cigna companies after
Termination of Employment will not apply and Cigna will not enforce it with
respect to Cigna company employment (i) in California or (ii) in the case of a
Termination of Employment initiated by the Company or a successor other than a
Termination for Cause, in Massachusetts.

(3) Promise Not To Solicit or Hire Cigna Company Employees:

(A) You Promise that, at any time during your Cigna company employment and the
period that ends 12 months after your Termination of Employment, you will not:
(i) Solicit any employee of any Cigna company to terminate his/her
employment with, or otherwise cease his/her relationship, contractual or
otherwise, with that Cigna company; or
(ii) Hire any Cigna company employee.
(B) This paragraph 7(c)(3) will not apply to applications for employment submitted
voluntarily by any Cigna employee, in response to a general advertisement or
otherwise, so long as neither you, nor anyone acting on your behalf or in
response to information provided by you, otherwise Solicits the employees to
leave Cigna.
(C) To “Solicit” means to entice, encourage, persuade, or solicit, or to attempt to
entice, encourage, persuade or solicit.
(D) The Promise in paragraph 7(c)(3) not to solicit Cigna company employees after
Termination of Employment will not apply and Cigna will not enforce it with
respect to Cigna company employment in California unless the activity involves
the use of Confidential Information.

(4) Promise Not To Solicit Cigna Company Customers:

(A) You Promise that, at any time during your Cigna company employment and the
period that ends 12 months after your Termination of Employment, you will not:
(i) Solicit any Cigna company customer to end an existing relationship,
contractual or otherwise, with that Cigna company;
(ii) Solicit any Cigna company customer to reduce the volume of their
business dealings with Cigna; or
(iii) Solicit any potential Cigna company customer to enter into any business
arrangements with you or any business which you may become
employed by, or affiliated in any way with, after leaving any Cigna
company, if such business arrangements would compete in any way with
any business that Cigna company has conducted, or has been planning to
conduct, during the 12-month period ending on the date of the Violation.
(B) The Promise in paragraph 7(c)(4)(A) above applies only to a customer or
potential customer with whom you had any Material Contact while employed by
any Cigna company. “Material Contact” means you:
(i) Had business dealings with the customer on behalf of any Cigna
company within the three-year period ending on the date of the
Solicitation;
(ii) Were responsible for supervising or coordinating the dealings between
any Cigna company and the customer or potential customer anytime
during the three-year period ending on the date of the Solicitation; or
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(iii) Obtained, at any time, trade secrets or confidential information about a

customer or potential customer with whom you had contact as a result of
your employment by any Cigna company.
(C) “Solicit” is defined in paragraph 7(c)(3)(C).
(D) The Promise in paragraph 7(c)(4) not to solicit Cigna company customers after
Termination of Employment will not apply and Cigna will not enforce it with
respect to Cigna company employment in California unless the activity involves
the use of Confidential Information.

(5) Promise Not To Disclose Cigna Companies’ Confidential Information:

(A) You Promise not to disclose any Confidential Information to any third-party at
any time, whether during or after your employment, without the prior written
consent of Cigna (except to the extent required by an order of a court having
competent jurisdiction or a properly issued subpoena) unless that Confidential
Information was previously disclosed publicly by Cigna or has become public
knowledge (other than by your disclosure). Nothing in this Confidentiality
provision prohibits you or your counsel from initiating communications directly
with, or responding to any inquiry from, or providing testimony before any self-
regulatory organization or any state or federal regulatory authority. In the event
that you are required to disclose Confidential Information pursuant to a subpoena
or other law or regulation, you shall notify Cigna promptly upon learning that
you have been subpoenaed or are otherwise required or compelled to divulge
Confidential Information.
(B) The foregoing notwithstanding and in accordance with 18 USC Section 1833(b),
you shall not be held criminally or civilly liable under any federal or state trade
secret law for the disclosure of any Confidential Information that is a trade secret
that is made: (i) confidentially to a federal, state, or local government official,
either directly or indirectly, or to an attorney, and 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, if such filing is made
under seal. If you file a lawsuit for retaliation by Cigna for reporting a suspected
violation of law, you may disclose such trade secret to your attorney and use the
trade secret information in related court proceedings, provided that you file any
document containing the trade secret information under seal and do not disclose
the trade secret, except pursuant to court order.
(C) “Confidential Information” means any Cigna company trade secrets, confidential
information, or proprietary materials, including but not limited to customer lists,
financial records, marketing plans and sales plans.
(6) Promise to Cooperate With Cigna in Investigations or Litigation:
(A) You Promise that, at any time after your Termination of Employment, you will
cooperate with Cigna in (i) all investigations of any kind, (ii) helping to prepare
and review documents and meeting with Cigna attorneys, and (iii) providing
truthful testimony as a witness or a declarant during discovery and/or trial in
connection with any present or future court, administrative, agency, or arbitration
proceeding involving any Cigna company and with respect to which you have
relevant information.
(B) Cigna agrees that it will reimburse you, upon production of appropriate receipts
and in accordance with Cigna's then existing Business Travel Reimbursement
Policy, the reasonable business expenses (including air transportation, hotel, and
similar expenses) incurred by you in connection with such assistance. You must
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present to Cigna for reimbursement all receipts for those expenses within 45 days
after you incur the expenses.
(7) Promise to Assist with Patent and Copyright Registrations:
(A) You Promise that, during your Cigna company employment and after your
Termination of Employment, you will assist Cigna companies, should they
request and at Cigna's expense, to secure their rights (including any copyrights,
patents, trademarks or other intellectual property rights) in or relating to the
Inventions in any and all countries, including by:
(i) disclosing to Cigna Companies all pertinent information and data; and
(ii) executing all applications, assignments or other instruments necessary to
apply for and obtain these rights and assign them to Cigna companies.
(d) (1) If you were an Executive Officer at any time during the 24-month period before the date
of the Violation, the People Resources Committee will determine whether you engaged in
a Violation and will have the sole discretion to waive your obligation to make all or any
part of the Payment (described in paragraph 8) and to impose conditions on any waiver.
(2) Otherwise, Cigna's Senior Human Resources Officer, or his or her designee, will
determine whether you engaged in a Violation and will have the sole discretion to waive
your obligation to make all or any part of the Payment and to impose conditions on any
waiver.
(3) Determinations of the People Resources Committee, Cigna's Senior Human Resources
Officer, or his or her designee, will be final and binding on all parties.

8. Consequences of a Violation: Payment to Cigna

Important: This paragraph 8 is not Cigna's only remedy for a Violation. Cigna may seek any
additional legal or equitable remedy, including an injunction described in paragraph 9, for a
Violation.
(a) If you engage in any Violation at any time, Cigna will cancel any part of the Option you have not
yet exercised.

(b) You must immediately make the Payment described in paragraph 8(c) to Cigna in the manner
described in paragraph 8(d) if:
(1) You engage in a Violation described in paragraph 7(c)(2) (compete against Cigna),
7(c)(3) (Solicit or hire Cigna employees) or 7(c)(4) (Solicit Cigna customers), either
while you are a Cigna company employee or within 12 months after your Termination of
Employment; or
(2) You engage in a Violation described in paragraph 7(c)(1) (willful misconduct), 7(c)(5)
(disclose Confidential Information), 7(c)(6) (fail to cooperate), or 7(c)(7) (fail to assist) at
any time.
(c) The Payment requirement applies only to the part of the Option, if any, that you exercise within
the 24-month period ending on the date of the Violation. “Payment” means the amount equal to:

(1) the number of Shares you acquire when you exercise the Option;
multiplied by

(2) the excess of (A) the Fair Market Value on the date you exercise the Option over (B) the
Option Price;
plus
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(3) the total amount of all dividends, if any, paid on those Shares through the date of the
Payment.

(d) Cigna will recover the Payment from you by any means permitted by applicable law, at the sole
discretion of Cigna management, including but not limited to any or all of the following methods:
(1) If you have any Shares in a Stock Account or in any other account in book-entry form
when a Violation occurs, Cigna will take back from you the whole number of Shares that
has a total Fair Market Value as of the date of the Violation up to, but not more than, the
Payment amount.
(2) Cigna will, to the extent permitted by applicable law, reduce:
(A) The amount of any payments that any Cigna company owes you for any reason
(including without limit any payments owed to you under any nonqualified
retirement, deferred compensation or other plan or arrangement) by
(B) The Payment amount.
This reduction will not occur until the date a future payment to you is due.
(3) Cigna will send you a written notice and demand for all or part of any Payment amount.
Within 30 days after you receive that notice and demand, you must make the Payment to
Cigna.

9. Consequences of a Violation: Injunction

You agree that:
(a) Cigna will be entitled to ask a court of competent jurisdiction to issue an order (an injunction)
that requires you to take action and/or that prohibits you from taking action, as needed to ensure
that you keep all of the Promises described in paragraph 7(c)(2) through (7), and Cigna will not
be required to post a bond in order to seek or obtain the injunction;
(b) Any breach or threatened breach of any of the Promises would cause irreparable injury to Cigna,
and monetary damages alone would not provide an adequate remedy; and
(c) The remedies described in paragraph 9(a) are in addition to any other rights and remedies Cigna
may have at law or in equity.

10. Consequences of a Violation: Designation of Cigna as Agent and Attorney-in-Fact for

Inventions
You agree that:
(a) If Cigna Companies are unable to obtain your signature on any instruments needed to secure their
rights in or relating to the Inventions pursuant to paragraph 7(c)(7)(A); then
(b) You hereby appoint Cigna companies and their duly authorized officers as your agents and
attorneys in fact to act for and on your behalf to execute and file any documents and take other
actions as may be necessary for Cigna companies to secure those rights.
11. Agreeing to Assume Risks
Cigna, its stock plan administrator and its transfer agent will try to process your stock transaction requests
in a timely manner; however, Cigna makes no promises or guarantees to you relating to the market price
of the Shares or to the time it may take to act on your request to exercise the Option, sell the Shares or
deliver stock certificates. By accepting this Option grant:
(a) You acknowledge that the action you request may not be completed until several days (or in the
case of delivery of stock certificates, several weeks) after you submit it.
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(b) You agree to assume the risks, including the risk that the market price of the Shares may change,
related to delays described in paragraph 11(a):
(1) Between the time you submit an Option exercise form and the time your Option is
actually exercised;
(2) Between the time you ask for any Shares to be sold and the time your Shares are actually
sold; and
(3) Between the time you ask for stock certificates to be delivered to you or your broker and
the time the certificates are delivered.

12. Applicable Law

You understand and agree that:
(a) The terms and conditions of this Option grant (including any Violation and the consequences of
any Violation) and all determinations made under the Option Grant Agreement, the Plan, and
these Terms and Conditions will be interpreted under the laws of the State of Delaware, without
regard to its conflict of laws rule;
(b) Any action by you or Cigna seeking emergency, temporary or permanent injunctive relief will be
resolved exclusively in a federal or state court in the State of Delaware where venue is
appropriate and that has subject matter jurisdiction over the dispute (collectively, “Delaware
Courts”);
(c) Delaware is a convenient forum for resolving any action by you or Cigna seeking emergency,
temporary or permanent injunctive relief; and
(d) You and Cigna consent to the exercise of personal jurisdiction over the parties by a Delaware
Court in any action by you or Cigna seeking emergency, temporary or permanent injunctive
relief.

13. Arbitration
You agree and understand that:
(a) Except as provided in paragraph 12, any dispute over any of the terms and conditions that apply
to this Option grant will be resolved exclusively under the Cigna Employment Dispute
Arbitration Policy and its Rules and Procedures as may be in effect when the dispute arises;
(b) You are waiving your right to have those disputes decided by a judge or jury in a court of law,
and instead you are agreeing to submit those disputes exclusively to mandatory and binding final
arbitration; and
(c) While you or Cigna may seek emergency, temporary or permanent injunctive relief from a court
in accordance with applicable law, after the court has issued a decision about that relief, you and
Cigna will submit the dispute to final and binding arbitration under the Cigna Employment
Dispute Arbitration Policy pursuant to this paragraph 13.

14. Miscellaneous
(a) If a court of competent jurisdiction determines that any provision of these Terms and Conditions
is unenforceable as written, that provision will be enforceable to the maximum extent permitted
by law and will be reformed by the court to make the provision enforceable in accordance with
Cigna’s intent and applicable law.
(b) Cigna’s failure to enforce any provision of this Option grant will not be interpreted as a waiver of
its right to enforce that provision in the future.

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15. Acceptance
If you disagree with any of these Terms and Conditions, including those in paragraphs 7, 8 9, and
10, YOU MUST NOT ACCEPT THE OPTION GRANT. If you sign the Option grant, or
acknowledge your acceptance electronically or otherwise, you will be:
(a) Agreeing to all the terms and conditions of the Option grant including the Inventions provision in
paragraph 7(b) and the Promises in paragraph 7(c);
(b) Warranting and representing to Cigna that you are, and will remain, in full compliance with those
terms and conditions;
(c) Authorizing Cigna to recover the Payment described in paragraph 8 and seek an injunction
described in paragraph 9, if you engage in a Violation; and

(d) Appointing Cigna as your agent and attorney-in-fact to secure rights with respect to Inventions if
unable to obtain your signature as described in paragraph 10.

2019 Option Grant Agreement including Terms and Conditions

J944T1WC

03/28/2019 08:07 AM U.S. Eastern Standard Time

ACCEPTED

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EXHIBIT M
Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 191 of 231 PageID #: 191

Cigna Corporation

Cigna Long-Term Incentive Plan: Strategic Performance Share Grant Agreement

Cigna Corporation (“Cigna”) has granted you the number of strategic performance shares set forth
below in this Strategic Performance Share Grant Agreement (“Strategic Performance Share Grant”
or “Grant”) under the Cigna Long-Term Incentive Plan (“Plan”). The date of your Strategic
Performance Share Grant (“Grant Date”) is also indicated below. The award is subject to the
provisions of the Plan and the Terms and Conditions below.

You should carefully read all the terms and conditions of this Strategic Performance Share Grant
and be sure you understand what they say and what your responsibilities and obligations are before
you click on the ACCEPT button to acknowledge and agree to this Grant.

If you are not willing to agree to all of the Grant terms and conditions, do not accept the Grant and
do not click the ACCEPT button for the Strategic Performance Share Grant Acknowledgment and
Agreement. If you do not accept the Grant, you will not receive the benefits of the Grant.

If you do click on the ACCEPT button, you are accepting and agreeing to all of the terms and
conditions of this Strategic Performance Share Grant, which include, among other things,
restrictive covenants such as non-competition, customer and employee non-solicitation and non-
disclosure provisions and litigation cooperation and intellectual property assignment and
assistance provisions.

Participant: AMY J BRICKER

Grant Type: RSU
Plan Name: Cigna Long-Term Incentive Plan

Grant Date: 02/27/2019

Total Granted: 1,908
Grant Price: $0.000000 (USD)

Vesting Schedule
Shares Granted Approximate
Vest Date
100% of Shares Granted 03/07/2022

Please Note: The date shown in the Vesting Schedule chart above is not your actual vesting date.
It is an approximation of the expected vesting date and is provided due to systems requirements. In
accordance with the Terms and Conditions of your Strategic Performance Share Grant, the actual
vesting date will be determined by the People Resources Committee of the Board of Directors.

You should also read the Plan Document and Key Contacts and Reference Materials document
(attached to the Plan) and indicate that you have done so and agree to the terms by checking the
appropriate box in the online grant acceptance process. The Key Contacts and Reference Materials
document contains information on how to get important award information (such as the Plan
Prospectus, Tax Considerations and Cigna's Securities Transactions and Insider Trading Policy)
and whom to contact if you have questions.

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Please be aware that the Cigna Securities Transactions and Insider Trading Policy places
restrictions on your transactions in Cigna securities and requires certain Cigna employees to obtain
advance permission from the Corporate Secretary before executing transactions in Cigna securities.

If you have questions about your award, please contact Cigna Shareholder Services by email at
shareholderservices@cigna.com or by phone at 215.761.3516.

Important Notice: Strategic Performance Share Grant Acknowledgment and Agreement

By clicking on the ACCEPT button, I:

1. Acknowledge and represent to Cigna that I have:
a. received the Strategic Performance Grant;
b. read and understand its terms and conditions, which include, among other things,
restrictive covenants such as non-competition, customer and employee non-solicitation and
non-disclosure provisions and litigation cooperation and intellectual property assignment
and assistance provisions; and
c. received answers to any questions I had about the Grant and its terms and conditions,
including the restrictive covenants.

2. Understand and agree that:

a. Delaware law governs the interpretation and construction of the Grant; and
b. any controversy or proceeding arising out of or relating to the restrictive covenants in the
Grant will be brought exclusively before a federal or state court in the State of Delaware
where venue is appropriate and that has subject matter jurisdiction (collectively, “Delaware
Courts”).

3. Consent to Delaware Courts exercising personal jurisdiction over me in any dispute about the
restrictive covenants.

Scroll down for the TERMS AND CONDITIONS of the Strategic Performance Share Grant.

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TERMS AND CONDITIONS OF YOUR 2019 GRANT

OF STRATEGIC PERFORMANCE SHARES

These Terms and Conditions are an important part of your grant of Strategic Performance Shares
from Cigna Corporation (Cigna). The terms of your Strategic Performance Share grant are in: (a)
the electronic Strategic Performance Share Grant Agreement above, (b) these Terms and
Conditions (including Schedule I), and (c) the Cigna Long-Term Incentive Plan (Plan).
Certain words in this document with first letters capitalized are defined in the Strategic
Performance Share Grant Agreement above, these Terms and Conditions or Article 2 of the Plan.
This grant is void if you are not an employee of Cigna or a Subsidiary (a Cigna company) on the
Grant Date.

1. Strategic Performance Shares; Performance Period

Each Strategic Performance Share (Performance Share) represents a conditional right to receive
one share of Cigna Common Stock (Share), subject to the performance, vesting and payment
provisions described below. The Performance Period applicable to your award is January 1, 2019
to December 31, 2021 (the Performance Period).
2. Restrictions
Performance Shares are subject to certain Restrictions from the Grant Date until the Payment Date
described in paragraph 4. The Restrictions are:
(a) You cannot sell or transfer the Performance Shares to anyone;
(b) Unless an exception applies (described in paragraph 4), you will forfeit (lose your right to)
your unvested Performance Shares and all related rights immediately upon your
Termination of Employment; and
(c) Of the Performance Shares awarded to you (Shares Awarded), the number of Performance
Shares, if any, that you earn and for which you may receive payment (Shares Earned) is
subject to the performance criteria described in Schedule I.
Article 10 of the Plan describes these Restrictions in more detail. In addition to these Restrictions,
you must also comply with all the terms and conditions of this grant, including those contained in
this document.

3. Performance Shares Earned

(a) Schedule I specifies the performance criteria applicable to your Shares Awarded. Except as
provided in paragraph 4, after the end of the Performance Period, the Committee shall
determine whether and to what extent these performance criteria have been achieved for
purposes of determining the Vesting Percentage applicable to your Performance Shares
(Shares Earned Percentage).
(b) Any Shares Awarded that are not Shares Earned after giving effect to the Committee’s
determinations under this paragraph 3 shall terminate and become null and void
immediately following such determinations.
4. Eligibility for Payment
(a) Except as described in paragraph 4(b) and subject to paragraph 4(c) and paragraph 3, the
Restrictions on the Performance Shares will end (your Performance Shares will vest) on
the Payment Date described in paragraph 5, but only if you remain continuously employed
by a Cigna company until the Payment Date and comply with all the terms and conditions
of this grant, including those contained in this document.
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(b) Notwithstanding paragraph 4(a) and subject to paragraph 4(c) and paragraph 3, if your
Termination of Employment is before the Payment Date:
(1) Your Performance Shares will vest upon your Termination of Employment if it is
Upon a Change of Control. If your Performance Shares vest under this paragraph
4(b)(1), the Shares Earned Percentage shall be the greatest of:
(a) 100%;
(b) The Shares Earned Percentage for the Performance period that ended
immediately before your Termination upon a Change of Control; or
(c) The average of the Shares Earned Percentages established by the Committee for
the last two Performance Periods that ended before your Termination upon a
Change of Control.
Whether there is a Termination Upon a Change of Control for purposes of this Strategic
Performance Share grant is determined by reference to a Change of Control (as defined in
the Plan) of the entity issuing this grant (Cigna Corporation) and not by reference to a
Change of Control of any predecessor entity of Cigna Corporation.
(2) Your Performance Shares will vest upon your Termination of Employment if it is
due to your death. If your Performance Shares vest under this paragraph 4(b)(2),
the Shares Earned Percentage shall be 100%.
(3) Your Performance Shares will vest upon your Termination of Employment if it is
due to your Disability.
(4) Your Performance Shares may vest upon your Termination of Employment if it is
due to your Early Retirement or Retirement and if the Committee or its designee
(including Cigna’s Senior Human Resources Officer) approves the early vesting
before your Termination of Employment. If you want to be considered for early
vesting when you retire, you must ask your manager or human resources
representative far enough in advance of your retirement so there is time to process
your request.
(c) You must comply in all respects with the terms and conditions of this grant, including
those contained in these Terms and Conditions.

5. Payment
(a) Except as provided in paragraph 5(b), below, your vested Shares Earned under this grant
will be paid in the year following the close of the Performance Period on the date within
such year specified by the Committee (Payment Date).
(b) Any Performance Shares that vest on account of your death will be paid during the 90 day
period immediately following your death to your estate.
(c) For each Share Earned that vests, Cigna will make payment by issuing one Share as of the
Payment Date. Until the Shares are issued to you, you will not be a Cigna shareholder, not
have the right to vote the Shares, and not receive actual dividends.

6. Taxes
Section 16.7 of the Plan shall apply to any tax withholding that may be required by law for
Performance Shares or Shares. Upon the vesting or payment of any Performance Share, Cigna
reserves the right to withhold enough newly-issued Shares to cover all or part of any applicable tax
withholding.
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7. Book-Entry Shares; Sale of Shares

(a) Upon payment of the Shares as described in paragraph 5, Cigna (or a custodian appointed
by Cigna) will hold your Shares in book-entry form in a Stock Account. That is, a record
of your Share ownership will be kept electronically, and you will not risk losing any Share
certificates. A certificate for vested Shares will be issued to you only if you ask for one, but
not if you have engaged in a Violation (described in paragraph 8(c)).
(b) You may generally sell or transfer the Shares at any time, but your right to sell the Shares
may be limited by Cigna. This right is subject to the terms of Cigna's Securities
Transactions and Insider Trading Policy, and Cigna reserves the right, for any reason at
any time, to suspend or delay action on any request you make to sell the Shares.

8. Conditions of Grant
(a) By accepting the grant, you are agreeing:
(1) to the Inventions provision in paragraph 8(b);
(2) to notify Cigna if you accept an offer to perform services for any individual or
entity while you are subject to the non-competition restriction in paragraph 8(c)(2)
below. Such notice shall be provided by email to Cigna Shareholder Services
(shareholderservices@Cigna.com) within 10 days of your acceptance of the offer
and shall identify the individual or entity and your anticipated start date;
(3) to disclose the terms of the Promises (including, without limitation, your
obligations related to non-solicitation and non-competition below) and the
consequences of a Violation to any individual or entity for whom you perform
services during the 12 month period immediately following your Termination of
Employment; and
(4) not to engage in any Violation described in paragraph 8(c)
You understand and agree that the conditions of grant set forth in this paragraph 8(a) are a
material part of the inducement for Cigna's granting you the Performance Shares and
essential pre-conditions to your eligibility to exercise any rights associated with the grant
and retain any benefit from the vesting of the Performance Shares and issuance of the
Shares.
(b) Inventions
(1) You hereby assign and promise to assign to Cigna companies or their designee, all
your right, title, and interest in and to any and all current and future Inventions. You
acknowledge that all original works of authorship which you make (whether alone or
jointly with others) within the scope of your Cigna company employment and which are
protectable by copyright are “works made for hire,” as defined in the United States
Copyright Act.
(2) You agree to (i) maintain and make available adequate current records, including
electronic records, notes, sketches and drawings, of all Inventions you make, and (ii)
disclose such Inventions in writing upon request. These records will remain the property of
Cigna companies.
(3) If in the course of your Cigna company employment, you incorporate a Prior
Invention into any Cigna company work product, you grant Cigna companies a
nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to use the Prior
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Invention as part of or in connection with the work product. Within 45 days after the date
of this grant, you agree to notify Cigna Shareholder Services
(shareholderservices@Cigna.com) of any Prior Inventions that you are not assigning under
this paragraph 8(b).
(4) “Inventions” means any and all inventions, original works of authorship,
developments, concepts, sales methods, improvements, trade secrets, or similar intellectual
property, whether or not patentable or registrable under copyright or similar laws, that
relate to any Cigna company’s current or proposed business, work products or research and
development which you have or will solely or jointly conceive, develop, reduce to practice,
or fix during your Cigna company employment.
(5) “Prior Inventions” means all inventions, original works of authorship,
developments, concepts, sales methods, improvements, trade secrets or similar intellectual
property, whether or not patentable or registrable under copyright or similar laws, that
relate to any Cigna company’s current or proposed business, work products or research and
development which you conceived, developed, reduced to practice or fixed before your
Cigna company employment and which belong to you.
(c) Violation
You will engage in a “Violation” if, directly or indirectly, you engage in any willful
misconduct as described in paragraph 8(c)(1) below or you break any of the “Promises”.
“Promises” means the promises contained in paragraphs 8(c)(2) through (7) below (the
“Grant Agreement Promises”); provided, however, if you entered into any currently
effective agreement with a Cigna company prior to the Grant Date (not including any
previous equity grants made to you under the Plan) that addresses the same topic covered
by any of the Grant Agreement Promises (including, but not limited to those relating to
non-competition, non-solicitation of employees, non-solicitation of customers, confidential
information, cooperation, and assistance with patent and copyright registrations) (a “Prior
Agreement”), then “Promises” shall mean the relevant terms of the Prior Agreement with
respect to such topic (the “Prior Agreement Promises”) and a “Violation” will be
determined by reference to the Prior Agreement Promises by Cigna in is sole discretion.
Notwithstanding the foregoing, if the Prior Agreement Promises are limited to a specific
Cigna company, business line, function or role, and you perform services for a different
Cigna company or business line or are in a different function or role, or if you have
broader enterprise wide responsibilities from the time you entered into the Prior
Agreement, then the Grant Agreement Promises shall apply with respect to such topic and
a “Violation” will be determined by reference to the Grant Agreement Promises by Cigna
in is sole discretion.
(1) Willful Misconduct:
(A) You have a Termination of Employment initiated by a Cigna company
because you engaged in conduct that constitutes a gross violation of
Cigna's Code of Ethics and Principles of Conduct or other employment
policies.
(B) You do anything else while an employee of any Cigna company that is not
discovered by the company until after your Termination of Employment
and that would, if you had still been employed at the time of the discovery,
be reason for your Termination of Employment for willful misconduct, as
described above.
(2) Promise Not To Compete against Cigna Companies:
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(A) If you are in an executive employee role (as classified and determined by
Cigna) on your Termination of Employment date:
You Promise not to become employed by, work as a consultant or
independent contractor for, or in any way render services or assistance to
any Cigna Competitor (defined in paragraph 8(c)(2)(C) below) at any time
during the period that starts on the Grant Date and ends 12 months after
your Termination of Employment.
You acknowledge and agree that:
(i) Cigna's business competes on a global basis;
(ii) Cigna's sales and marketing plans are for continued expansion
throughout the United States of America and globally;
(iii) You have had access to and received Confidential Information
(described in paragraph 8(c)(5)(B) below); and
(iv) The time restrictions and global nature of this non-competition
restriction are reasonable and necessary to protect Cigna's business
and Confidential Information.
(B) If you are not in an executive employee role (as classified and determined
by Cigna) on your Termination of Employment date:
You Promise not to become employed by, work as a consultant or
independent contractor for, or in any way render services or assistance to
any Cigna Competitor (defined in paragraph 8(c)(2)(C) below) at any time
during the period that starts on the Grant Date and ends 12 months after
your Termination of Employment, if that work is similar to, and within the
same geographic area as, the work you performed, or for which you had
responsibility, at any Cigna company at any time during the six-month
period that ends on your Termination of Employment date.
For example:
(i) If you are a sales employee and your sales territory at any time
during your last six months of Cigna company employment is
Pennsylvania, New Jersey, and New York, this paragraph
8(c)(2)(B) would apply to you only if you work in a sales position
for a Cigna Competitor and only to the extent your new sales
territory is Pennsylvania, New Jersey, and/or New York;
(ii) If you are an underwriter with nationwide responsibilities at any
time during your last six months of Cigna company employment,
and you seek a job with a Cigna Competitor as an underwriter, the
restrictions in paragraph 8(c)(2)(B) would be nationwide in scope;
or
(iii) If you work in a particular division or segment of Cigna, you
would not be permitted to work in a similar division or segment
for a Cigna Competitor where the work you are expected to
perform for the competitor is similar to the work you performed
for any Cigna company.

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You acknowledge and agree that you have had access to and received
Confidential Information (described in paragraph 8(c)(5)(B) below) and
the above time and geographic restrictions are reasonable and necessary to
protect Cigna's business and Confidential Information.
(C) “Cigna Competitor” means any business that competes directly or
indirectly with any Cigna company’s product or service.

(D) The Promise in paragraph 7(c)(2) not to compete against Cigna companies
after Termination of Employment will not apply and Cigna will not
enforce it with respect to Cigna company employment (i) in California or
(ii) in the case of a Termination of Employment initiated by the Company
or a successor other than a Termination for Cause, in Massachusetts.

(3) Promise Not To Solicit or Hire Cigna Company Employees:

(A) You Promise that, at any time during your Cigna company employment
and the period that ends 12 months after your Termination of Employment,
you will not:
(i) Solicit any employee of any Cigna company to terminate his/her
employment with, or otherwise cease his/her relationship,
contractual or otherwise, with that Cigna company; or
(ii) Hire any Cigna company employee.
(B) This paragraph 8(c)(3) will not apply to applications for employment
submitted voluntarily by any Cigna employee, in response to a general
advertisement or otherwise, so long as neither you, nor anyone acting on
your behalf or in response to information provided by you, otherwise
Solicits the employees to leave Cigna.
(C) To “Solicit” means to entice, encourage, persuade, or solicit, or to attempt
to entice, encourage, persuade or solicit.
(D) The Promise in paragraph 8(c)(3) not to solicit Cigna company employees
after Termination of Employment will not apply and Cigna will not
enforce it with respect to Cigna company employment in California unless
the activity involves the use of Confidential Information.

(4) Promise Not To Solicit Cigna Company Customers:

(A) You Promise that, at any time during your Cigna company employment
and the period that ends 12 months after your Termination of Employment,
you will not:
(i) Solicit any Cigna company customer to end an existing
relationship, contractual or otherwise, with that Cigna company;
(ii) Solicit any Cigna company customer to reduce the volume of their
business dealings with Cigna; or
(iii) Solicit any potential Cigna company customer to enter into any
business arrangements with you or any business which you may
become employed by, or affiliated in any way with, after leaving
any Cigna company, if such business arrangements would
compete in any way with any business that Cigna company has
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conducted, or has been planning to conduct, during the 12-month

period ending on the date of the Violation.
(B) The Promise in paragraph 8(c)(4)(A) above applies only to a customer or
potential customer with whom you had any Material Contact while
employed by any Cigna company. “Material Contact” means you:
(i) Had business dealings with the customer on behalf of any Cigna
company within the three-year period ending on the date of the
Solicitation;
(ii) Were responsible for supervising or coordinating the dealings
between any Cigna company and the customer or potential
customer any time during the three-year period ending on the date
of the Solicitation; or
(iii) Obtained, at any time, trade secrets or confidential information
about a customer or potential customer with whom you had
contact as a result of your employment by any Cigna company.
(C) “Solicit” is defined in paragraph 8(c)(3)(C).
(D) The Promise in paragraph 8(c)(4) not to solicit Cigna company customers
after Termination of Employment will not apply and Cigna will not
enforce it with respect to Cigna company employment in California unless
the activity involves the use of Confidential Information.

(5) Promise Not To Disclose Cigna Companies’ Confidential Information:

(A) You Promise not to disclose any Confidential Information to any third-
party at any time, whether during or after your employment, without the
prior written consent of Cigna (except to the extent required by an order of
a court having competent jurisdiction or a properly issued subpoena)
unless that Confidential Information was previously disclosed publicly by
Cigna or has become public knowledge (other than by your disclosure).
Nothing in this Confidentiality provision prohibits you or your counsel
from initiating communications directly with, or responding to any inquiry
from, or providing testimony before any self-regulatory organization or
any state or federal regulatory authority. In the event that you are required
to disclose Confidential Information pursuant to a subpoena or other law
or regulation, you shall notify Cigna promptly upon learning that you have
been subpoenaed or are otherwise required or compelled to divulge
Confidential Information.
(B) The foregoing notwithstanding and in accordance with 18 USC Section
1833(b), you shall not be held criminally or civilly liable under any federal
or state trade secret law for the disclosure of any Confidential Information
that is a trade secret that is made: (i) confidentially to a federal, state, or
local government official, either directly or indirectly, or to an attorney,
and 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, if such filing is made under seal. If you file a lawsuit
for retaliation by Cigna for reporting a suspected violation of law, you may
disclose such trade secret to your attorney and use the trade secret
information in related court proceedings, provided that you file any

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document containing the trade secret information under seal and do not
disclose the trade secret, except pursuant to court order.
(C) “Confidential Information” means any Cigna company trade secrets,
confidential information, or proprietary materials, including but not limited
to customer lists, financial records, marketing plans and sales plans.
(6) Promise to Cooperate With Cigna in Investigations or Litigation:
(A) You Promise that, at any time after your Termination of Employment, you
will cooperate with Cigna in (i) all investigations of any kind, (ii) helping
to prepare and review documents and meeting with Cigna attorneys, and
(iii) providing truthful testimony as a witness or a declarant during
discovery and/or trial in connection with any present or future court,
administrative, agency, or arbitration proceeding involving any Cigna
company and with respect to which you have relevant information.
(B) Cigna agrees that it will reimburse you, upon production of appropriate
receipts and in accordance with Cigna's then existing Business Travel
Reimbursement Policy, the reasonable business expenses (including air
transportation, hotel, and similar expenses) incurred by you in connection
with such assistance. You must present to Cigna for reimbursement all
receipts for those expenses within 45 days after you incur the expenses.
(7) Promise to Assist with Patent and Copyright Registrations:
(A) You Promise that, during your Cigna company employment and after your
Termination of Employment, you will assist Cigna companies, should they
request and at Cigna's expense, to secure their rights (including any
copyrights, patents, trademarks or other intellectual property rights) in or
relating to the Inventions in any and all countries, including by:
(i) disclosing to Cigna Companies all pertinent information and data;
and
(ii) executing all applications, assignments or other instruments
necessary to apply for and obtain these rights and assign them to
Cigna companies.
(d) (1) If you were an Executive Officer (subject to the requirements of Section 16(a) of
the Exchange Act) at any time during the 24-month period before the date of the
Violation, the People Resources Committee will determine whether you engaged
in a Violation and will have the sole discretion to waive your obligation to make
all or any part of the Payment (described in paragraph 9) and to impose conditions
on any waiver.
(2) Otherwise, Cigna's Senior Human Resources Officer, or his or her designee, will
determine whether you engaged in a Violation and will have the sole discretion to
waive your obligation to make all or any part of the Payment and to impose
conditions on any waiver.
(3) Determinations of the People Resources Committee, Cigna's Senior Human
Resources Officer, or his or her designee, will be final and binding on all parties.

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9. Consequences of a Violation: Payment to Cigna

Important: This paragraph 9 is not Cigna's only remedy for a Violation. Cigna may seek any
additional legal or equitable remedy, including an injunction described in paragraph 10, for a
Violation.
(a) If you engage in any Violation at any time:
(1) You will immediately forfeit all unvested Performance Shares; and
(2) No payment will be made for any Performance Shares that have vested under
paragraph 4(b) if the Violation occurs before the Payment Date.
(b) You must immediately make the Payment described in paragraph 9(c) to Cigna in the
manner described in paragraph 9(d) if:
(1) You engage in a Violation described in paragraph 8(c)(2) (compete against Cigna),
8(c)(3) (Solicit or hire Cigna employees) or 8(c)(4) (Solicit Cigna customers),
either while you are a Cigna company employee or within 12 months after your
Termination of Employment; or
(2) You engage in a Violation described in paragraph 8(c)(1) (willful misconduct),
8(c)(5) (disclose Confidential Information), 8(c)(6) (fail to cooperate) or 8(c)(7)
(fail to assist) at any time.
(c) “Payment” is the value you realize from any Performance Shares that are paid under
paragraph 5 during the 12-month period ending on the date of the Violation. The Payment
will equal:
(1) The number of Performance Shares that are paid during that 12-month period;
multiplied by
(2) The Fair Market Value of the Shares issued on the Payment Date for those
Performance Shares;
plus
(3) The total amount of all actual dividends, if any, paid to you on those Shares
through the date of the Payment described in paragraph 9(d).
(d) Cigna will recover the Payment from you by any means permitted by applicable law, at the
sole discretion of Cigna management, including but not limited to any or all of the
following methods:
(1) If you have any Shares in a Stock Account or in any other account in book-entry
form when a Violation occurs, Cigna will take back from you the whole number of
Shares that has a total Fair Market Value as of the date of the Violation up to, but
not more than, the Payment amount.
(2) Cigna will, to the extent permitted by applicable law, reduce:
(A) The amount of any payments that any Cigna company owes you for any
reason (including without limit any payments owed to you under any
nonqualified retirement, deferred compensation or other plan or
arrangement) by
(B) The Payment amount.
This reduction will not occur until the date a future payment to you is due.

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(3) Cigna will send you a written notice and demand for all or part of any Payment
amount. Within 30 days after you receive that notice and demand, you must make
the Payment to Cigna.

10. Consequences of a Violation: Injunction

You agree that:
(a) Cigna will be entitled to ask a court of competent jurisdiction to issue an order (an
injunction) that requires you to take action and/or that prohibits you from taking action, as
needed to ensure that you keep all of the Promises described in paragraph 8(c)(2) through
(7), and Cigna will not be required to post a bond in order to seek or obtain the injunction;
(b) Any breach or threatened breach of any of the Promises would cause irreparable injury to
Cigna, and monetary damages alone would not provide an adequate remedy; and
(c) The remedies described in paragraph 10(a) are in addition to any other rights and remedies
Cigna may have at law or in equity.

11. Consequences of a Violation: Designation of Cigna as Agent and Attorney-in-Fact for

Inventions
You agree that:
(a) If Cigna Companies are unable to obtain your signature on any instruments needed to
secure their rights in or relating to the Inventions pursuant to paragraph 8(c)(7)(A); then
(b) You hereby appoint Cigna companies and their duly authorized officers as your agents and
attorneys in fact to act for and on your behalf to execute and file any documents and take
other actions as may be necessary for Cigna companies to secure those rights.

12. Agreeing to Assume Risks

Cigna, its stock plan administrator and its transfer agent will try to process your stock transaction
requests in a timely manner; however, Cigna makes no promises or guarantees to you relating to
the market price of the Shares or to the time it may take to act on your request to sell the Shares or
deliver stock certificates. By accepting this Strategic Performance Share grant:
(a) You acknowledge that the action you request may not be completed until several days (or
in the case of delivery of stock certificates, several weeks) after you submit it.
(b) You agree to assume the risks, including the risk that the market price of the Shares may
change, related to delays described in paragraph 12(a):
(1) Between the time you ask for any Shares to be sold and the time your Shares are
actually sold; and
(2) Between the time you ask for stock certificates to be delivered to you or your
broker and the time the certificates are delivered.

13. Applicable Law

You understand and agree that:
(a) The terms and conditions of this Strategic Performance Share grant (including any
Violation and the consequences of any Violation) and all determinations made under the
Strategic Performance Share Grant Agreement, the Plan, and these Terms and Conditions
will be interpreted under the laws of the State of Delaware, without regard to its conflict of
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laws rule;
(b) Any action by you or Cigna seeking emergency, temporary or permanent injunctive relief
will be resolved exclusively in a federal or state court in the State of Delaware where venue
is appropriate and that has subject matter jurisdiction over the dispute (collectively,
“Delaware Courts”);
(c) Delaware is a convenient forum for resolving any action by you or Cigna seeking
emergency, temporary or permanent injunctive relief; and
(d) You and Cigna consent to the exercise of personal jurisdiction over the parties by a
Delaware Court in any action by you or Cigna seeking emergency, temporary or permanent
injunctive relief.

14. Arbitration
You agree and understand that:
(a) Except as provided in paragraph 13, any dispute over any of the terms and conditions that
apply to this Strategic Performance Share grant will be resolved exclusively under the
Cigna Employment Dispute Arbitration Policy and its Rules and Procedures as may be in
effect when the dispute arises;
(b) You are waiving your right to have those disputes decided by a judge or jury in a court of
law, and instead you are agreeing to submit those disputes exclusively to mandatory and
binding final arbitration; and
(c) While you or Cigna may seek emergency, temporary or permanent injunctive relief from a
court in accordance with applicable law, after the court has issued a decision about that
relief, you and Cigna will submit the dispute to final and binding arbitration under the
Cigna Employment Dispute Arbitration Policy pursuant to this paragraph 14.

15. Miscellaneous
(a) If a court of competent jurisdiction determines that any provision of these Terms and
Conditions is unenforceable as written, that provision will be enforceable to the maximum
extent permitted by law and will be reformed by the court to make the provision
enforceable in accordance with Cigna’s intent and applicable law.
(b) Cigna’s failure to enforce any provision of this Strategic Performance Share grant will not
be interpreted as a waiver of its right to enforce that provision in the future.

16. Acceptance
If you disagree with any of these Terms and Conditions, including those in paragraphs 8, 9,
10 and 11 YOU MUST NOT ACCEPT THE STRATEGIC PERFORMANCE SHARE
GRANT. If you sign the Strategic Performance Share grant, or acknowledge your acceptance
electronically or otherwise, you will be:
(a) Agreeing to all the terms and conditions of the Strategic Performance Share grant including
the Inventions provision in paragraph 8(b) and the Promises in paragraph 8(c);
(b) Warranting and representing to Cigna that you are, and will remain, in full compliance
with those terms and conditions;
(c) Authorizing Cigna to recover the Payment described in paragraph 9 and seek an injunction
described in paragraph 10, if you engage in a Violation; and

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(d) Appointing Cigna as your agent and attorney-in-fact to secure rights with respect to
Inventions if unable to obtain your signature as described in paragraph 11.

2019 US SPS Grant Agreement including Terms and Conditions

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Schedule I to
Terms and Conditions of 2019 Grants
of Strategic Performance Shares
For Performance Period 2019-2021

Shares Awarded; Shares Earned

“Shares Awarded” is the number of Performance Shares granted to an eligible employee for the
Performance Period. Shares Awarded are allocated at time of grant to the two weighted
performance measures (the “Performance Measure Components”) as follows: 50% to Total
Shareholder Return and 50% to Earnings Per Share Growth.

“Shares Earned” is determined after the end of the three-year Performance Period. Shares Earned
will range from 0% to 200% of the Shares Awarded, and the actual number of Shares Earned will
depend on the degree to which Cigna achieves the goals set at time of grant for each Performance
Measure Component, as described below under Compensation Determination, and the PRC’s
exercise of downward discretion, if applied.

Performance Measurement

The two Performance Measure Components for the 2019-2021 Performance Period are:

 Cigna's Total Shareholder Return (TSR) relative to a peer group of industry competitors,
and
 Earnings Per Share Growth for the ongoing businesses.

The formulas described below under Compensation Determination will be used to determine the
Shares Earned Percentage (called the Vesting Percentage in the Cigna Long-Term Incentive Plan).
The determination is made separately for each set of Shares Awarded that is allocated to a
Performance Measure Component. The formula for each Performance Measure Component
includes a minimum performance threshold, below which the Shares Earned Percentage for that
Performance Measure Component will be zero. In addition, the PRC has complete discretion to
apply its judgment to the results generated by the formula for the TSR Performance Measure
Component and make adjustments downward, as far down as 0%, in the Shares Earned Percentage.
For the Earnings Per Share component, the PRC will consider the CEO’s recommendation and
determine the Shares Earned percentage within the range of the applicable performance tier.

The PRC also has the right to adjust or change completely, in its sole discretion, the Performance
Measures and/or the formulas for calculating the Shares Earned percentages if Cigna or one of the
designated Peer Group companies is involved in any material merger, acquisition or divestiture
during the Performance Period.

For the Total Shareholder Return Component, the designated industry competitors (the Peer Group)
for the 2019-2021 Performance Period are: AmerisourceBergen, Anthem, Cardinal Health,
Centene, CVS, Humana, McKesson, UnitedHealth, and Walgreens Boots. These companies were
determined to be Cigna's publicly-traded peers based upon business mix and other factors.

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Compensation Determination

The compensation to be paid for each SPS award (that is, the Shares Earned) is determined in a
three-step process.

Step 1 – Calculate Total Shareholder Return Component

In determining the Shares Earned Percentage for the Total Shareholder Return Component,
Cigna's three-year TSR for the 2019 -2021 Performance Period will be compared against
the three-year TSRs for each member of the Peer Group (to the extent each member has a
TSR for the full three-year period). The three-year TSR is the compound annual growth
rate in share price over three years, with dividends treated as reinvested.

Cigna's TSR will be compared against those of Peer Group members to obtain a percentile
ranking for Cigna's relative TSR. In determining the Shares Earned Percentage for the
TSR Component, the matrix below will be used. Any Peer Group company that is no
longer a stand-alone company at the end of the Performance Period will not be included in
the results. If the Peer Group consolidates or otherwise decreases to fewer than 10, then
Cigna's TSR will be ranked against those of the remaining companies to determine the
Shares Earned Percentage under the matrix.

As indicated in the matrix, the relative TSR Target is the 50th percentile, and the Threshold
relative TSR (below which no value will be allocated to the TSR component) is the 25th
percentile.

TSR Performance (percentile) Shares Earned (% of

Shares Awarded)*
Maximum (>85th) 200%
Above Target (75th) 175%
Target (50th) 100%
Below Target (25th) 25%
Threshold (e.g. <25th) 0%

* The Shares Earned percentage between defined relative TSR performance points is interpolated;
however, there are no Shares Earned for performance below the 25th percentile. For example, if
Cigna's TSR is at the 66th percentile, under the formula, 148% of shares would be earned.

Step 2 – Calculate Earnings Per Share Growth Component

In determining the Shares Earned Percentage for the Earnings Per Share Growth
Component, the following matrix will be used. Management will make a recommendation
to the PRC regarding the Shares Earned within the range. It is important to note that the
maximum Shares Earned for each performance level is the top end of the range, but the
PRC has downward discretion in each level to adjust the component value down to the
lowest percentage of the range.

Earnings Per Share Growth * Shares Earned (% of

(Based on 2018 Actual) Shares Awarded)

Cumulative earnings per share over the three-year period calculated

assuming a compound annual growth rate of 65.2% to 69.8% 160% - 200%

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Cumulative earnings per share over the three-year period calculated

assuming a compound annual growth rate of 60.3% to 65.2% 120%- 160%
Cumulative earnings per share over the three-year period calculated
assuming a compound annual growth rate of 55.1% to 60.3% 80% - 120%
Cumulative earnings per share over the three-year period calculated
assuming a compound annual growth rate of 52.4% to 55.1% 35% - 80%
*
The assumed compound annual growth rates are used to define dollar targets for each
performance range. Achievement of the performance goal is measured in actual dollars,
not percentage growth.

Step 3 - Determine the Total Shares Earned

The number of Shares Awarded to an award recipient for the Performance Period that was
allocated to each Performance Measure Component is multiplied by the approved Shares
Earned Percentage for that Component as follows:

Steps 1 and 2 Step 3

50% of Shares Awarded
Shares Earned Number of Shares Earned for
x allocated to TSR x
Percentage from Step 1 = TSR Component
Component
Total Shares
Awarded 50% of Shares Awarded
Number of Shares Earned for
allocated to Earnings Shares Earned
x x Earnings Per Share Growth
Per Share Growth Percentage from Step 2 =
Component
Component

Sum of this Column = Total

Number of Shares Earned

The number of Shares Earned for each Performance Measure Component are added together to
determine total number of Shares Earned by the award recipient for the Performance Period. There
will not be any fractional Shares Earned; the number of Shares Earned will be rounded following
normal rounding rules. The total number of Shares Earned cannot exceed 200% of the Shares
Awarded.

J944TEJG

03/28/2019 08:09 AM U.S. Eastern Standard Time

ACCEPTED

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EXHIBIT N
Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 209 of 231 PageID #: 209

CIGNA CORPORATION
CONFIDENTIALITY, NON-COMPETITION AND
NON-SOLICITATION AGREEMENT

In consideration of Cigna Corporation and/or its affiliates, subsidiaries, successors, assigns, or

related companies or entities (collectively the “Company”) employing me, compensating me,
providing me with access to Confidential Information, and/or access to the Company's customers
and clients and the opportunity to develop and maintain relationships and goodwill with them,
and/or other good and valuable consideration, the adequacy, sufficiency and receipt of which is
hereby acknowledged, and intending to be legally bound, the undersigned employee (“Employee”)
enters into this Confidentiality, Non-Competition and Non-Solicitation Agreement (the
“Agreement”). Employee acknowledges and agrees that the provisions of this Agreement are part
of and a condition of Employee’s employment with the Company.

Section 1 Confidentiality, Non-Solicitation & Non-Competition

Section 1.1 Confidentiality, Non-Disclosure and Non-Use Obligations.

(a) Employee agrees that all records and Confidential Information obtained by Employee
as a result of Employee’s employment with the Company, whether original, duplicated,
computerized, memorized, handwritten, or in any other form, and all information contained therein
or derived therefrom, are confidential and the sole and exclusive property of the Company.
Employee understands and agrees that the business of the Company and the nature of Employee’s
employment will require Employee to have access to Confidential Information of and about the
Company, its business, its prospects, and its Customers. During Employee’s employment and
thereafter, Employee will not use Confidential Information or remove any such records or
information from the premises or computer systems of the Company except for the sole purpose of
conducting business on behalf of the Company. Employee further agrees that during Employee’s
employment and thereafter, Employee will not, without express consent of the Company, divulge
or disclose this Confidential Information to any third party other than for the purposes of
performing Employee’s job duties with the Company, and under no circumstances will Employee
reveal or permit this information to become known by any competitor of the Company.

(b) Employee agrees not to use or attempt to use any Confidential Information on
behalf of any person or entity other than the Company, or in any manner which may injure or cause
loss or may be calculated to injure or cause loss, whether directly or indirectly, to the Company. If
at any time over the last two years of Employee’s employment with the Company, Employee’s
position included access to Confidential Information as described above, specifically related to the
Company’s procurement of prescription drugs, Employee understands and agrees that Employee’s
subsequent employment with a pharmaceutical manufacturer, distributor or supplier
(“Pharmaceutical Entity”) would create a substantial risk of use and/or disclosure of Confidential
Information with which Employee has been or will be entrusted during Employee’s employment
with the Company. Specifically, Employee agrees that the disclosure of such Confidential
Information to the Company’s pharmacy benefits management competitors with which one may
negotiate in the course of employment with such Pharmaceutical Entity, would cause immediate
and irreparable harm to the Company. In light of this risk of disclosure under such circumstances,
and in recognition of the severity of harm that would result from such disclosure, Employee
acknowledges and agrees that the Company will be entitled to immediate injunctive relief to
prevent Employee from disclosing any such Confidential Information in the course of Employee’s
employment with any such Pharmaceutical Entity.

v.Exec
Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 210 of 231 PageID #: 210

(c) During Employee’s employment, Employee shall not make, use, or permit to be
used, any materials of any nature relating to any matter within the scope of the business of the
Company or concerning any of its dealings or affairs other than for the benefit of the Company.
Employee shall not, after the termination of Employee’s employment, use or permit to be used any
such materials and shall return same in accordance with Section 1.2 below.

(d) Employee will promptly notify the Company if Employee becomes aware of or
suspects any unauthorized use or disclosure of Confidential Information by Employee or anyone
else, whether intentional or accidental.

(e) Notwithstanding anything to the contrary in this Agreement, pursuant to United

States federal law as set forth in 18 USC Section 1833(b), Employee understands that Employee
shall not be held criminally or civilly liable under any federal or state trade secret law for the
disclosure of any Confidential Information that is a trade secret that is made: (1) confidentially to
a federal, state, or local government official, either directly or indirectly, or to an attorney, and
solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a
complaint or other document filed in a lawsuit or other proceeding, if such filing is made under
seal. If Employee files a lawsuit for retaliation by the Company for reporting a suspected violation
of law, Employee may disclose such trade secret to Employee’s attorney and use the trade secret
information in related court proceedings, provided that Employee files any document containing
the trade secret information under seal and does not disclose the trade secret, except pursuant to
court order.

Section 1.2 Return of Information, Records and Materials.

Employee agrees that upon termination of Employee’s employment with the Company or
at the request of the Company at any time, Employee will immediately deliver to the Company all
property of the Company, including without limitation all equipment owned or leased by the
Company, and all documents, information, records, materials, and copies thereof in any form, that
are related in any way to the Company or its business, or which are otherwise referred to in Section
1.1 above and as defined in Section 1.9 below. Employee understands that this includes, but is not
limited to, delivery to the Company of all documents, memoranda, notes, records, data, computer
programs, disks, data contained on hard drives or other computer or electronic storage media, or
reports (and all copies thereof) made or compiled by, delivered to, or otherwise acquired by
Employee concerning, containing or embodying any Confidential Information.

Section 1.3 Non-Competition Covenant.

(a) Employee agrees that, during the Restricted Period and in any Restricted Area,
Employee shall not, directly or indirectly by assisting, provide services to a Competitor of the
Company. Employee’s agreement not to provide such services to a Competitor applies regardless
of whether Employee does so as an employee, owner, partner, principal, advisor, independent
contractor, consultant, agent, officer, director, investor, or shareholder. Notwithstanding the
foregoing, Employee’s ownership of less than 1% of the outstanding shares of a publicly traded
company that constitutes a Competitor shall not be deemed to be providing services to such
Competitor solely by virtue of owning such shares.

(b) Employee agrees that during the Restricted Period, Employee shall not, directly or
indirectly, work on a Company account on behalf of a Customer or Business Partner or serve as the

v.Exec

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representative of a Business Partner or Customer for such Business Partner’s or Customer’s

relationship with the Company.

(c) During the Restricted Period, if a representative of the Company requests that
Employee identify the company or business to which Employee will be or is providing services, or
with which Employee will be or is employed, and requests that Employee provide information
about the services that Employee is or will be providing to such entity, Employee shall provide the
Company with a written statement containing such information with sufficient detail to allow the
Company to independently assess whether Employee is or will be in violation of this Agreement.
Such statement shall be delivered to the Company's senior director of Executive Compensation or
his or her authorized delegate via personal delivery, email or overnight delivery within five calendar
days of Employee’s receipt of such request.

(d) Notwithstanding the foregoing, where applicable, this Section 1.3 will apply only
to the extent permissible under (i) the ABA Model Rules of Professional Conduct’s provisions
regarding restrictions on the right to practice law, and/or (ii) any applicable state counterpart
similarly addressing restrictions on the right to practice law.

Section 1.4 Non-Solicitation/Interference - Employees.

(a) Employee acknowledges that the Company has a legitimate protectable interest in
maintaining a stable and undisrupted workforce. Employee agrees that during the Restricted Period,
Employee will not, directly or indirectly, on behalf of himself/herself, or on behalf of any other
person, entity, or organization, employ, solicit for employment, recruit, or otherwise seek to employ
or retain the services of any employee or contractor of the Company, or in any way assist or
facilitate any such employment, solicitation, or retention effort.

(b) Employee agrees that during the Restricted Period, Employee shall not, directly or
indirectly, engage in any conduct intended or reasonably calculated to induce or urge any employee
or contractor of the Company to discontinue, in whole or in part, his/her employment relationship
or engagement with the Company.

(c) The restrictions in this Section apply only to those employees or contractors of the
Company with whom Employee worked or whom Employee supervised or about whom Employee
obtained non-public information, in each case at any time during the twenty-four months preceding
termination of Employee’s employment with the Company.

Section 1.5 Non-Solicitation/Interference - Customers or Business Partners.

(a) Customers / Business Partners.

(i) During the Restricted Period, Employee shall not, directly or indirectly,
solicit any Customer or Business Partner for the purpose of (A) providing or selling services or
goods and products of a nature being provided or sold by the Company, or (B) entering into or
seeking to enter into any contract or other arrangement with any Customer or Business Partner for
the performance or sale of services or goods and products of a nature being provided or sold by the
Company. Employee’s agreement “not to solicit” as set forth in this Section 1.5(a) means that
Employee will not, directly or indirectly, initiate any contact or communication with any Customer
or Business Partner for the purpose of soliciting, inviting, encouraging, recommending or
requesting any Customer or Business Partner to do business with Employee and/or a Competitor in

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connection with the performance or sale of services or goods and products of a nature being
provided or sold by the Company or take a position where Employee would likely engage in such
prohibited solicitation.

(ii) During the Restricted Period, Employee shall not, directly or indirectly,
engage in any conduct intended or reasonably calculated to induce or urge any Customer or
Business Partner to discontinue, in whole or in part, its patronage or business relationship with the
Company.

(iii) During the Restricted Period, Employee shall not, directly or indirectly,
accept any business from, provide services to, or do any business with, any Customer or Business
Partner in connection with the performance or sale of services or goods and products of a nature
being provided or sold by the Company.

(b) Acknowledgement. Employee acknowledges that as a result of Employee’s

employment with the Company, Employee will be acting as a representative of the Company and
will be using the Company’s assets and resources, and will be benefiting from the Company’s
goodwill, name recognition, reputation, and experience in regard to these Customers and Business
Partners, and Employee will gain Confidential Information about these Customers and Business
Partners, and consequently, the covenants set forth above are reasonable and necessary to protect
the Company’s legitimate business interests. Employee agrees that the covenants in this Section
will apply to all Customers and Business Partners, even if the identity of certain Customers and
Business Partners of the Company may be publicly known, and even if Employee knew or had
previous dealings with one or more such Customers or Business Partners prior to Employee’s
employment with the Company.

Section 1.6 Injunctive Relief; Expedited Discovery.

(a) In the event that Employee breaches or threatens to breach, or the Company
reasonably believes Employee is about to breach, any of the restrictive covenants in this
Agreement, the Company will be entitled to injunctive relief as well as an equitable accounting of
all earnings, profits and other benefits arising from violation of this Agreement, which rights shall
be cumulative and in addition to any other rights or remedies to which the Company may be entitled
in law or equity. Employee agrees that the Company will suffer immediate and irreparable harm
and that money damages will not be adequate to compensate the Company or to preserve the status
quo. Therefore, Employee hereby consents to the issuance of a temporary restraining order and
other injunctive relief necessary to enforce this Agreement.

(b) Employee hereby agrees that the duration of any injunction shall be increased in
an amount equal to any period of time during which Employee failed to comply with the covenants
contained in this Agreement.

(c) Employee and the Company agree that any application for temporary restraining
order and/or temporary or preliminary injunctive relief shall be adjudicated exclusively in a court
of competent jurisdiction, even if Employee and the Company are parties to an arbitration
agreement that otherwise includes disputes under this Agreement. Employee agrees that the
injunctive relief to which Employee consents hereinabove, under the circumstances addressed in
this Section 1.6(c), shall be granted by a court of competent jurisdiction pending arbitration on the
merits in order to preserve the status quo pending such arbitration.

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(d) Employee agrees that in any proceeding alleging breach of this Agreement
(whether in court or in arbitration), the Company and Employee each shall have the right to engage
in deposition and document discovery, and the Company shall have the right to conduct forensic
examination(s) of any computers and/or electronic devices in Employee’s possession or control, if
the Company reasonably believes such devices contain Confidential Information or other Company
property. The Company and Employee further agree that in connection with any application for
injunctive relief to enforce this Agreement (including without limitation any application for
temporary and/or preliminary injunctive relief), the foregoing discovery shall be conducted on an
expedited basis, including expedited document and deposition discovery.

(e) If any dispute under this Agreement is subject to resolution by arbitration under an
agreement or program agreed to by Employee and the Company, Employee understands and agrees
that Employee’s agreement to engage in expedited discovery as outlined in Section 1.6(d) is an
essential term of the parties’ arbitration agreement, and these provisions are intended to supplement
and modify any applicable arbitration rules which may be incorporated into any arbitration
agreement that is applicable to the dispute. Accordingly, Employee and the Company request that
any court of competent jurisdiction order such expedited discovery in order to enforce the parties’
arbitration agreement as written and in accordance with its terms.

Section 1.7 Notice of Agreement.

Employee agrees that Employee will tell any prospective new employer, partner in a
business venture, investors and/or any entity seeking to engage Employee’s services, prior to
accepting employment, engagement as a consultant or contractor, or engaging in a business venture,
that this Agreement exists, and further, Employee agrees to provide a true and correct copy of this
Agreement to any such individual or entity prior to accepting any such employment or entering
into any such engagement or business venture. Employee further authorizes the Company to
provide a copy of this Agreement to any such entity(ies) or individual(s).

Section 1.8 Modification & Severability; Other Restrictive Covenants.

If any section, provision, paragraph, phrase, word, and/or line (collectively “Provision”) of
this Agreement is held to be unenforceable, then this Agreement will be deemed amended to the
extent necessary to render the otherwise unenforceable Provision, and the rest of the Agreement,
valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity
or unenforceability of any Provision of this Agreement shall not affect the validity or enforceability
of the remaining Provisions, which shall be enforced as if the offending Provision had not been
included in this Agreement.

Section 1.9 Definitions.

“Business Partner” means a vendor, healthcare provider, supplier, manufacturer, agency,

broker, regional marketing director, employee benefit plan or trust, hospital, hospital system, long-
term care facility, and/or pharmaceutical manufacturer with whom the Company has a business
relationship, provided that Employee had business-related contact with the Business Partner in the
last twenty-four months of employment with the Company or had access to non-public information
regarding such Business Partner during such period because of Employee’s employment
relationship with the Company.

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“Competitor” means any person, entity or organization engaged (or about to become
engaged or preparing to become engaged) in a business similar to, or that competes with, the
business of the Company, including without limitation any person or organization that provides
any product or service that is similar to or competes with any product or service which has been
offered or provided by the Company at any time during the twenty-four months preceding
Employee’s termination of employment. The term “Competitor” specifically includes without
limitation any person, entity or organization that provides any of the following:

(i) pharmacy benefits management ("PBM"), including: (a) the administration of pharmacy
benefits for businesses, government agencies and health plans; (b) mail order pharmacy; (c)
specialty pharmacy; (d) prescription drug claims processing or formulary development or
administration; (e) the procurement of prescription drugs at a negotiated rate for dispensing;
and (f) Medicare Part D services;

(ii) pharmaceutical products and ancillary services, including specialty pharmaceutical products
and support services and the provision of related pharmacy consulting, data management
services and medical supplies;

(iii) prescription infusion drugs and related services ("Infusion");

(iv) insurance ("Insurance") including: (a) health, medical, dental, life, travel and accident
insurance coverages, plans, programs, products and services; (b) managed health care products
and services; (c) dental, vision, workers' compensation and employee assistance program products
and services; (d) wellness products and services to employers, government agencies, health plans,
other businesses or third party payers; (e) supplemental insurance products and services; (f)
administrative services provided to benefit plans; and/or (g) other voluntary products that are
excepted benefits under HIPAA;

(v) population health management products and services ("Health Management");

(vi) medical benefits management (“MBM”), including: (a) the design or commercialization of
software that uses natural language processing or clinical judgment to perform clinical order
appropriateness determination; (b) risk adjustment/medical coding; (c) clinical registry
reporting services; (d) prospective healthcare utilization management review; and (e)
utilization review or other management services relating to, or assumption of financial risk
(including insurance risk) with respect to any clinical or other area entered into by the
Company during the period of Employee’s employment;

(vii) behavioral health, care delivery, and care enablement products and services, including primary
home care, worksite care, and virtual care products and services;

(viii) health care related data and advanced analytics and applied innovation products and services;

(ix) the administration of (i) — (viii) above ("Administration");

(x) audit reviews or other consulting or advisory services with respect to any relationship between
the Company and any third party, including its customers, vendors, suppliers and drug
manufacturers, as to a subject matter which is the same as or similar to subject matters with
respect to which Employee provided services to the Company during the last twenty-four
months of Employee’s employment with the Company, or about which Employee had access

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to Confidential Information during the last twenty-four months of Employee’s employment

with the Company; and/or

(xi) any other product or service the Company was actively preparing to offer or provide during
the last twenty-four months of Employee’s employment with the Company.

“Confidential Information” means all confidential and/or proprietary information and

trade secrets that are not generally known to the public, in any form, whether oral, written,
computerized or otherwise, regarding the Company, including but not limited to: computer code
generated or developed by the Company; software or programs and related documentation;
strategic compilations and analysis; strategic processes; business or financial methods, practices
and plans; non-public costs and prices; operating margins; marketing, merchandising and selling
techniques and information; customer lists and information; prospective customer lists and
information; provider lists and information; vendor, supplier, and business partner lists and
information; details of customer agreements; pricing arrangements with pharmaceutical
manufacturers, distributors or suppliers including but not limited to any discounts and/or rebates;
pricing arrangements with insurance clients and customers; pharmacy reimbursement rates;
premium information; payment rates; contractual forms; expansion strategies; real estate strategies;
operating strategies; sources of supply; patient records; business plans; other financial, commercial,
business or technical information related to the Company and confidential information of third
parties which is given to the Company pursuant to an obligation or agreement to keep such
information confidential.

“Customer” means a customer (person or entity) or prospective customer (person or entity),

provided that Employee had business-related contact with the customer or prospective customer in
the last twenty-four months of employment with the Company or had access to non-public
information regarding such customer or prospective customer during such period because of
Employee’s employment relationship with the Company.

“Restricted Area” refers to (i) those states, districts and territories of the United States in
which the Company conducts its business; and (ii) any other countries in which the Company
conducts its business.

“Restricted Period” refers to the duration of Employee’s employment with the Company,
plus the two-year period immediately following the termination of Employee’s employment with
the Company for any reason.

Section 2 Additional Terms

Section 2.1 Choice of Law, Jurisdiction & Venue.

(a) This Agreement will be governed by, construed, interpreted, and its validity
determined under the law of the State, Province or Territory of Employee’s last assigned work
location for the Company, without regard to such jurisdiction’s conflicts of laws principles. Such
law shall govern regardless of the court or arbitration forum in which a dispute may be adjudicated.

(b) Employee and the Company agree that the exclusive and mandatory venue for
adjudicating any disputes under this Agreement shall be the federal court or state (or provincial or
territorial, as the case may be) court having original jurisdiction for the location in which Employee

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last worked for the Company. Employee and the Company hereby consent to jurisdiction in such
court for such purpose, and Employee consents to service of process by mail in respect of any such
suit, action or proceeding. Employee and the Company further agree not to file any action relating
in any way to this Agreement in any court other than as specified in this Section. Notwithstanding
any of the foregoing, if any dispute under this Agreement is subject to resolution by arbitration
under an agreement or program agreed to by Employee and the Company, then such arbitration
shall be the sole and exclusive venue for adjudicating such disputes, other than any requests for a
temporary restraining order and/or a temporary or preliminary injunction pending arbitration,
which are reserved exclusively for adjudication in court pursuant to Section 1.6 above even in
otherwise arbitrable disputes.

Section 2.2 Cooperation.

(a) In the event Employee receives a subpoena, deposition notice, interview request, or
other process or order to testify or produce Confidential Information or any other information or
property of the Company, Employee shall promptly: (i) notify the Company of the item, document,
or information sought by such subpoena, deposition notice, interview request, or other process or
order; (ii) furnish the Company with a copy of said subpoena, deposition notice, interview request,
or other process or order; and (iii) provide reasonable cooperation with respect to any procedure
that the Company may initiate to protect Confidential Information or other interests. If the
Company objects to the subpoena, deposition notice, interview request, process, or order, Employee
shall cooperate to ensure that there shall be no disclosure until the court or other applicable entity
has ruled upon the objection, and then only in accordance with the ruling so made. If no such
objection is made despite a reasonable opportunity to do so, Employee shall be entitled to comply
with the subpoena, deposition, notice, interview request, or other process or order provided that
Employee has fulfilled the above obligations.

(b) Employee will cooperate fully with the Company, its affiliates, and their legal
counsel in connection with any action, proceeding, or dispute arising out of matters with which
Employee was directly or indirectly involved while serving as an employee of the Company, its
predecessors, subsidiaries or affiliates. This cooperation shall include, but shall not be limited to,
meeting with, and providing information to, the Company and its legal counsel, maintaining the
confidentiality of any past or future privileged communications with the Company’s legal counsel
(outside and in-house), and Employee making himself or herself available to testify truthfully by
affidavit, in depositions, or in any other forum on behalf of the Company. The Company agrees to
reimburse Employee for any reasonable and necessary out-of-pocket costs associated with
Employee’s cooperation.

Section 2.3 Binding Effect and Assignability.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective heirs, personal representatives, successors, assigns, affiliated entities, and any
party-in-interest. Employee agrees that, should the Company be acquired by, merge with, or
otherwise combine with another corporation or business entity, the surviving entity will have all
rights to enforce the terms of this Agreement as if it were the Company itself enforcing the
Agreement. Employee further agrees that this Agreement may be enforced against Employee by
any Company affiliate, without the need for any formal assignment of this Agreement. 
Notwithstanding the foregoing, Employee may not assign this Agreement.

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Section 2.4 No Waiver of Rights; Amendment; Other Agreements.

A waiver by the Company of the breach of any of the provisions of this Agreement by
Employee shall not be deemed a waiver of any subsequent breach, nor shall recourse to any remedy
hereunder be deemed a waiver of any other or further relief or remedy provided for herein. No
waiver shall be effective unless made in writing and signed by an officer of the Company. This
Agreement can only be amended or modified in a writing signed by both parties. Any subsequent
change(s) in Employee’s duties, salary, compensation, or benefits will not affect the validity or
scope of this Agreement.

This Agreement does not supersede or replace any prior agreements between the parties,
including but limited to any prior agreements that provide for restriction(s) on post-employment
conduct. Any and all such prior Agreements remain in full force and effect, according to their terms,
and to the extent enforceable under applicable law.

Section 2.5 Attorneys’ Fees.

Employee and the Company agree that in any legal proceeding to enforce this Agreement,
the prevailing party shall be entitled to reimbursement of its actual costs and expenses, including
without limitation reasonable attorneys’ fees, costs, and disbursements.

EMPLOYEE CERTIFIES THAT EMPLOYEE HAS READ AND UNDERSTANDS THIS

AGREEMENT AND THE RESTRICTIONS CONTAINED IN SECTION 1, AND HAS HAD AN
OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL PRIOR TO SIGNING.
EMPLOYEE UNDERSTANDS THAT THE COMPANY HEREBY ADVISES THAT
EMPLOYEE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS
AGREEMENT. EMPLOYEE ACKNOWLEDGES THAT THIS AGREEMENT MAY BE
ACCEPTED AND AGREED TO ELECTRONICALLY BY EMPLOYEE, AND THAT AN
ELECTRONIC COPY, HARD COPY OR ACKNOWLEDGMENT IS AS ENFORCEABLE AS
AN ORIGINAL. EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS ACCESS TO A
PAPER COPY OF THIS AGREEMENT.

CIGNA CORPORATION EMPLOYEE

[Via Electronic Acceptance]

Cynthia Ryan
Cigna Corporation
EVP Human Resources & Services
February 24, 2021

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EXHIBIT O
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Position Specification
Chief Product Officer – Consumer Health
January 2023
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Our purpose
Bringing our heart
to every moment
of your health.TM
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Fact Sheet
Redefining health care delivery – Healthier Happens Together™
CVS Health is the leading health solutions company, delivering care like no one else can. We reach more people and
improve the health of communities across America through our local presence, digital channels and over 300,000
dedicated colleagues – including more than 40,000 physicians, pharmacists, nurses, and nurse practitioners.
Wherever and whenever people need us, we help them with their health – whether that’s managing chronic diseases,
staying compliant with their medications, or accessing affordable health and wellness services in the most convenient
ways. We help people navigate the health care system – and their personal health care – by improving access, lowering
costs and being a trusted partner for every meaningful moment of health. And we do it all with heart, each and every
day. Follow @CVSHealth on social media.
 Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 222 of 231 PageID #: 222

Newsroom
COVID-19
CVS Health completes rollout of time delay safes in 13 states - November Explore the response we’ve hadon this
30, 2022 major public health challenge.
Response Report
CVS Health invests $6.2 million in affordable housing in Bel Aire -
November 18, 2022 OUR SERVICES
One-of-a-kind health care company
CVS Health invests $14.3 million in affordable housing in Seattle -
that helps patients get the care they
November 16, 2022
need through the channel thatworks
best for them.
Pharmacist prescribing of COVID-19 antiviral treatment now available at
CVS Integrated Services
CVS Pharmacy- November 15, 2022

CVS Health supporting customers, patients, members, and colleagues as LEADERSHIP

Hurricane Nicole approaches - November 09, 2022 Our team of executives have a wealth
of experience across thehealth care
CVS Health to Present at the 31st Annual Credit Suisse Healthcare spectrum.
Conference - November 04, 2022 CVS Bios

CVS Health reaches agreement in principle for global opioid settlement-

November 1, 2022 DIVERSITY
CVS Health serves millions of people
every day. For our company to thrive,
CVS Health reports third quarter results - November 2, 2022
it’s importantto have a workforce that
reflectsnot only our customers, but
New CVS Health report highlights need for expanded role of the retail alsothe communities they live in.
pharmacist - October 25, 2022 Programs

Reinventing health care: The Aetna Connected Plan with CVS Health is
CORPORATE SOCIAL
helping deliver cost-effective, accessible and easy health care - October
13, 2022
RESPONSIBILITY
The Transform Health 2030 strategy is
guided by four priority areas, Healthy
CVS Health appoints Dr. Amar Desai to lead newly formed Health Care People, Healthy Business, Healthy
Delivery organization - October 6, 2022 Community and Healthy Planet.

CVS Health commits $1M to support hurricane relief efforts - October 4,

2022

Aetna Better Health of Kentucky announces $380,000 donation to

Healing TREE - October 3, 2022
 Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 223 of 231 PageID #: 223

The Role
Position Chief Product Officer – Consumer Health
Location Flexible
Reports to Chief Executive Officer

Position Overview The Chief Product Officer – Consumer Health will lead the newly formed product strategy and
innovation function for consumer health products at CVS Health. The new Chief Product
Officer – Consumer Health will be a trailblazer in this newly formed organization dedicated to
the development of an enterprise product strategy and plans for consumers in the Aetna,
retail and health care delivery businesses with cross-cutting capabilities that optimize their
health and experiences utilizing a transformative approach to supporting consumers health
service needs at every moment in their health journey.

She/he will collaborate across the Health Care Benefits, Health Care Delivery and Retail
businesses to ensure day-to-day product execution for each covered line of business
expanding services for consumers in the Aetna, retail and health care delivery businesses and
covered business unit-specific product development and execution driving expanded
services for consumers in the Aetna, retail and health care delivery businesses.

Major Develop enterprise product strategy and plans for consumers in the Aetna, retail and health
Responsibilities care delivery businesses with cross-cutting capabilities that optimize their health and
experiences. Launch go-to-market product strategies that enable growth by enhancing
service to those customers.
• Enterprise Integrated Product Innovation, Design and Development to serve
consumers in the Aetna, retail and health care delivery businesses.
• External Partnership Management in the Aetna, retail and health care delivery
businesses.
• Product Center of Excellence for Aetna, retail and health care delivery businesses.
• Product Portfolio Management for financial performance, profitability and expansion
of services consumers in the Aetna, retail and health care delivery businesses.
• Product Insights related to expanding services to consumers in the Aetna, retail and
health care delivery businesses.
• Product Marketing for consumers in the Aetna, retail and health care delivery
businesses.
Travel At least 40% of time; CVS senior leaders are expected to be in office two days per week.
 Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 224 of 231 PageID #: 224

The Person

Education Bachelor’s degree required. Master’s degree preferred.

Qualifications The ideal candidate will be a proven leader with demonstrated success in creating and
executing on transformational agendas with a focus on consumer experiences that achieve
unique competitive advantages and is passionate about transforming healthcare. S/he will
be able to consistently apply a broad, long-term view of the business and external
environment, balancing external forces and internal realities, anticipating change and seeing
competitive opportunities in an evolving marketplace.

The Chief Product Officer – Consumer Health will bring an immediate level of
credibility to the role, leveraging the following experiences:

• P&L Leadership: Strong financial acumen and demonstrated success leading a

consumer-driven, highly matrixed, multi-billion-dollar P&L in a complex rapidly
changing environment while achieving aggressive goals and results.
• Operational Excellence: Leader of scale with 15+ years of a demonstrated track
record of operational excellence and driving success in a service-oriented
business.
• Purpose-driven: Passionate about changing the health care landscape; strong
knowledge of health care is essential.
• Strategy Development & Execution: Proven track record of creating and
communicating a strategic vision for the organization, that allows all colleagues
to understand their role in driving and executing differentiated strategies that
address an ever- changing technology and consumer landscape; leans into
technology and digital as a strategic advantage.
• Culture Stewardship: Demonstrated experience as a leader who clearly engages
leaders and team members in establishing a culture of transparency, trust and
continual improvement; role model for our Heart at Work behaviors.
• Consumer Centric Intelligence: Leads with the consumer first and cultivates
strong customer relationships; demonstrated focus on listening to the consumer
to build strategy that looks at the end user experience first and informs innovation.
• Talent Development: Track record of recruiting, developing and retaining a team
comprised of diverse, high caliber talent. Accurately appraises strengths and
development areas of his/her team, provides constrictive feedback, and develops
strong successors and pipeline.
 Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 225 of 231 PageID #: 225

Health & Safety Requirements

COVID-19 CVS Health requires its Colleagues to be fully vaccinated against COVID-19 (including any
Vaccination booster shots if required), where allowable under the law, unless they are approved for a
Requirement reasonable accommodation based on disability, medical condition, or religious belief that
prevents them from being vaccinated.

If you are vaccinated, you are required to have received at least one COVID-19 shot prior to
your first day of employment and to provide proof of your vaccination status within the first 10
days of your employment. For the two COVID-19 shot regimen, you will be required to provide
proof of your second COVID-19 shot within the first 45 days of your employment. In some
states and roles, you may be required to provide proof of full vaccination before you can begin
to actively work. Failure to provide timely proof of your COVID-19 vaccination status will result
in the termination of your employment with CVS Health.

If you are unable to be fully vaccinated due to disability, medical condition, or religious belief,
you will be required to apply for a reasonable accommodation within the first 10 days of your
employment in order to remain employed with CVS Health. As a part of this process, you will
be required to provide information or documentation about the reason you cannot be
vaccinated. In some states and roles, you may be required to have an approved reasonable
accommodation before you can begin to actively work. If your request for an accommodation
is not approved, then your employment may be terminated.
 Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 226 of 231 PageID #: 226

Total Rewards
Bring your heart to CVS Health®
Every one of us at CVS Health shares a single, clear
purpose: Bringing our heart to every moment of your
health.

This purpose guides our commitment to deliver

enhanced human-centric health care for a rapidly
changing world. Anchored in our brand — with heart at
its center — our purpose sends a personal message that
how we deliver our services is just as important as what
we deliver.

Bringing our heart to our customers starts with support

for our colleagues. As a colleague, you’ll receive a
comprehensive benefits package that includes
competitive, flexible, and personalized programs that
can help support you through all your moments of
health.

We hope to welcome you soon!

Physical health helps you be in Emotional health helps you have Financial Security helps you have
tune with your body to manage the resiliency to manage your the financial skills and resources
your nutrition, sleep, activity, and emotions and reactions through available to pursue your goals, and
lifestyle; a few examples include: life’s ups and downs, with a host of includes:
• Well-being assessment programs such as: • Financial well-being
• Health screening • Mindfulness and mental assessment
• Online fitness classes and resilience programs • Financial tools and calculators,
Grokker well-being platform • Sleepio sleep improvement coaching, webcasts, and one-
• Telephonic and digital program on-one consultations
coaching • Daylight for worry and anxiety • Enhanced family support
• Programs for weight • Work/life and counseling through Bright Horizons
management, diabetes, services
maternity and more

Purpose helps you have a sense of Social Connectedness helps you Character strengths helps with
meaning in life, and includes: have close, meaningful, and consistent thoughts and actions
• Well-being Champion network supportive relationships, and that contribute to the overall well-
• Caregiver support includes: being of yourself and others, and
• Stamp Out Stigma • Peace at Home Parenting includes:
webinars • Charitable giving and volunteer
• Activity challenges opportunities
• Colleague Resource Groups • Character strengths course
Gratitude course
 Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 227 of 231 PageID #: 227

CVS Health
1 CVS Drive
Woonsocket, RI 02895

CVS Health is an equal opportunity employer. We do not discriminate in hiring or employment against any individual on the basis of race, ethnicity,
ancestry, color, religion, sex/gender (including pregnancy), national origin, sexual orientation, gender identity or expression, physical or mental
disability, medical condition, age, veteran status, military status, marital status, genetic information, citizenship status, unemployment status,
political affiliation, or on any other basis or characteristic prohibited by applicable federal, state or local law. CVS Health will consider qualified job
candidates with criminal histories in a manner consistent with federal, state, and local laws. CVS Health will not discharge or in any other manner
discriminate against any Colleague or applicant for employment because such Colleague or applicant has inquired about, discussed, or disclosed
the compensation of the Colleague or applicant or another Colleague or applicant. Furthermore, we comply with the laws and regulations set forth
in the following EEO is the Law Poster: EEO IS THE LAW and EEO IS THE LAW SUPPLEMENT.
Case: 4:23-cv-00093 Doc. #: 1 Filed: 01/26/23 Page: 228 of 231 PageID #: 228

EXHIBIT P
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January 26, 2023

Via Email (nanaclerio@vedderprice.com)

Nicholas Anaclerio
Vedder Price
222 North LaSalle Street
Chicago, IL 60601

Dear Mr. Anaclerio

Fisher Phillips represents Cigna Corporation and its affiliates (“Cigna”). We understand
that you represent Amy Bricker, who resigned from Cigna recently to accept a position with CVS
Health Corporation (“CVS”), a direct competitor of Cigna, in violation of Ms. Bricker’s post-
employment legal obligations to Cigna. Cigna demands that Ms. Bricker immediately cease and
desist in further violations, as described below.

Ms. Bricker’s Post-Employment Contractual Obligations

As you are aware from your correspondence with Cigna’s counsel, Ms. Bricker executed
multiple agreements with Cigna during the course of her employment. These include Restricted
Stock Grant Agreements, Nonqualified Stock Option Grant Agreements, and Strategic
Performance Share Grant Agreements, (the “Equity Agreements”), as well as the Cigna
Corporation Confidentiality, Non-Competition and Non-Solicitation Agreement (the
“Confidentiality Agreement”) (collectively with the Equity Agreements referred to herein as the
“Agreements”), copies of which are enclosed. Those contracts contain, among other things, Ms.
Bricker’s agreement for two years following the termination of her employment not to (a) provide
services to a competitor of the company; and (b) solicit customers, employees, or business partners
to discontinue their relationship with Cigna, or to purchase services, goods and products of a nature
provided or sold by Cigna. Ms. Bricker further agreed not to use or disclose Cigna’s confidential
information and trade secrets following the termination of her employment. And in each
agreement, she consented to the imposition of injunctive relief for violations of these
commitments.

Atlanta • Baltimore • Bethesda • Boston • Charlotte • Chicago • Cleveland • Columbia • Columbus • Dallas • Denver • Detroit • Fort Lauderdale • Gulfport
Houston • Irvine • Kansas City • Las Vegas • Los Angeles • Louisville • Memphis • Nashville • New Jersey • New Orleans • New York • Orlando • Philadelphia
Phoenix • Pittsburgh • Portland • Sacramento • San Diego • San Francisco • Seattle • Tampa • Washington, DC • Woodland Hills

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Nicolas Anaclerio
January 26, 2023
Page 2

Violation of Ms. Bricker’s Contractual and Other Legal Duties

Despite these commitments, Cigna understands that Ms. Bricker has accepted employment
on CVS’s executive leadership team in a newly created role as Chief Product Officer, Consumer
Health. Cigna has already put Ms. Bricker and you as her counsel on notice that her conduct in
this regard amounts to a per se violation of her non-competition obligations. Furthermore, because
of Ms. Bricker’s engagement with and intimate knowledge of Cigna’s health services business
operations and strategy, she cannot perform the position offered to her by CVS without using and
relying on the highly confidential knowledge and information she gained as a senior executive
with Cigna. Thus, Ms. Bricker’s prospective employment with CVS violates her contractual
obligations and presents a serious competitive threat to Cigna that is worthy of protection through
enforcement of the non-competition covenant to which she freely agreed in exchange for lucrative
equity positions, rapid advancement in responsibility and rapid increases in compensation.

Demand for Compliance – Possible Legal Action

It is important to understand that Cigna takes its contractual agreements seriously and
expects that Ms. Bricker will comply with them. Accordingly, Cigna demands that Ms. Bricker
immediately cease and desist her planned employment with CVS and that she immediately return
any Cigna Confidential Information, as defined in her Agreements, that remains in her possession.

If Ms. Bricker does not comply as set forth above, Cigna will have no choice but to take
further legal action to protect its rights, including but not limited to (A) seeking temporary,
preliminary and/or permanent injunctive relief pursuant to Ms. Bricker’s Agreements and under
applicable common law, (B) seeking damages for any harm that may already have been caused by
Ms. Bricker’s misconduct, and/or (C) seeking attorneys’ fees pursuant to, at a minimum, the
Missouri Uniform Trade Secrets Act and any applicable contractual terms.

Duty to Preserve Evidence

Ms. Bricker already has been on notice of a legal dispute with respect to the matters raised
herein, and consequently she has, and is hereby reminded that she has, a continuing legal duty to
refrain from destroying or altering, and indeed instead to preserve, any documents or information
that relate in any way to the legal dispute. Cigna demands that Ms. Bricker take immediate action
to preserve in a forensically sound manner all documents and information, including electronically
stored information, that may contain evidence related to the above-described matters. This
includes, but is not limited to, not only written documents, but also email, text messages and other
electronic communications; electronically stored documents, images, graphics, recordings,
spreadsheets, and databases; calendars, telephone records and logs; internet usage, files, deleted
files, cache files, user information, and other data. This information could be relevant to potential
litigation and must be preserved intact. We understand that Ms. Bricker has already engaged in
wrongful and illegal conduct by deleting the content on her Cigna-issued cellular phone just shortly
before Cigna retrieved the device from her. If Ms. Bricker has deleted and/or destroyed any Cigna
business information, or any other evidence, Cigna demands that Ms. Bricker immediately identify

FP 46195087.1
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Nicolas Anaclerio
January 26, 2023
Page 3

in writing all documents and information that has been destroyed or deleted, where it was stored,
what was its nature, and when it was destroyed or deleted. Moreover, and needless to say, Cigna
demands that Ms. Bricker cease and desist from any further destruction of Cigna business
information, and from any further deletion or other acts resulting in spoliation of evidence.

Forfeiture of Certain Equity

Further, as a result of Ms. Bricker’s violations of her legal obligations pursuant to the
Agreements, Ms. Bricker has forfeited the value of certain equity granted to her under the Equity
Agreements as follows:

- $354,598 of restricted stock that vested during the 12-month period ending on the date
of her termination of employment with Cigna, in accordance with paragraph 8(c) of the
Restricted Stock Grant Agreements;

- $977,841 of options exercised within the 24-month period preceding the date of her
termination of employment with Cigna, in accordance with paragraph 8(c) of the
Nonqualified Stock Option Grant Agreements; and

- $223,440 of shares realized during the 12-month period prior to the date of her
termination of employment with Cigna, in accordance with paragraph 9(c) of the
Strategic Performance Share Grant Agreements.

Accordingly, in addition to Cigna’s demand that Ms. Bricker cease and desist from
violation of her Agreements, Cigna demands that Ms. Bricker tender a check in the total amount
of $1,555,879 to the undersigned as counsel for Cigna within thirty (30) days of the date of this
letter. Cigna reserves all rights and remedies with respect to the matters raised in this letter,
including to recover its damages incurred to date.

Sincerely,

Risa B. Boerner
For FISHER & PHILLIPS LLP

Enclosures

cc: Randall S. Thompson, Esquire (randall.thompson@huschblackwell.com)

FP 46195087.1