[LETTERHEAD]
April 23, 1997
B. ▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇▇▇:
Reference is made to your Severance Payment Agreement (the "Agreement") dated
April 25, 1994 with Health Systems International, Inc. (now Foundation Health
Systems, Inc. ("FHS")) and QualMed, Inc. (collectively, the "Companies").
Defined terms used but not defined herein shall have the meanings set forth
in the Agreement.
As requested, the purpose of this letter agreement is to extend the
expiration of the Covered Period under the Agreement from April 25, 1994
until December 31, 1997. It is anticipated that the new FHS Compensation and
Stock Option Committee will determine the ongoing roles and responsibilities
of senior executives of the Companies such as yourself during the next few
months. This extension of the Covered Period is being provided to you to help
facilitate this process.
In addition, this letter agreement is intended to amend the severance
allowance that may become payable to you under the Agreement in order that
such payment in no event shall be less than the Companies' policy for
similarly situated executives.
Please note that this extension will in no way effect any rights you may or
may not have under the Agreement, and by accepting the extension you will not
be deemed to waive any rights you may currently have under the Agreement.
This letter agreement is meant to be an amendment to the Agreement as
provided by Section 7.3 of the Agreement, and will be effective upon your
counter-execution below and approval by the FHS Compensation and Stock Option
Committee (which approval is anticipated to be received at such committee's
April 22, 1997 meeting).
B. ▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
April 23, 1997
Page 2
Please do not hesitate to contact me with any questions you may have.
Very truly yours,
FOUNDATION HEALTH SYSTEMS, INC.
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President and
Chief Operating Officer
ACCEPTED AND AGREED TO BY:
/s/ B. ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
B. ▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
cc: ▇▇▇▇▇ ▇. ▇▇▇▇▇, M.D.