EXHIBIT 10.b
October 14, 2002
Mr. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇▇▇▇:
This Letter of Agreement will supercede your Letter of Agreement dated December
3, 2001.
It is our pleasure to promote you to Executive Vice President, Operations and
Chief Information Officer at Oxford Health Plans, Inc. (the "Corporation"). Your
base salary will be a gross amount (prior to necessary payroll deductions) of
$375,000 per year, which you will receive in bi-weekly payments of $14,423.08.
In this position, you will report to the President of the Corporation. The
effective date of your promotion is the date on which the organizational changes
discussed with you have been implemented (the "Effective Date"). The term of
this Agreement shall be two (2) years from the Effective Date and this Agreement
shall renew for successive two (2) year terms unless either party provides
written notice of non-renewal prior to the end of the then existing term.
As Executive Vice President, you shall render executive, policy and other
management services to the Corporation of the type customarily performed by
persons serving in a similar capacity, subject to the powers by law vested in
the Board and in the Corporation's stockholders. You shall perform the duties
and responsibilities of your position diligently and to the best of your
ability, and in compliance with all applicable laws and the Corporation's
Certificate of Incorporation and Bylaws, as they may be amended from time to
time.
During your continued employment with the Corporation, you are also eligible for
compensation and benefits in accordance with the Corporation's policies. More
specifically:
1. You will be eligible to participate in Oxford's executive annual bonus
plan. This performance-based plan provides discretionary awards, which
range from 0-75% of your base salary with a target bonus opportunity of
60% of your base salary. Oxford reserves the right to implement or
discontinue bonus plans at its own discretion. Eligibility for any
given plan does not guarantee participation.
2. You will be eligible to participate in Oxford's long-term cash
incentive compensation plan. This plan is based on a three-year
performance period of earnings per share growth with a target
opportunity of 80% of your base salary and will be administered in
Mr. ▇▇▇▇▇▇ ▇▇▇▇▇
October 14, 2002
Page 2
accordance with the long-term cash incentive compensation plan
document. You will participate at the EVP level on your Effective Date.
3. You are eligible for Oxford's Health Coverage (Medical, Dental, and
Prescription Drug coverage), Life, AD&D, Disability Insurance and
Tuition Reimbursement in accordance with plan requirements. In
addition, you will continue to accumulate 23 Select Days (paid days
off) per calendar year.
4. You are eligible to participate in the Corporation's 401(k) Savings
Plan in accordance with the plan requirements.
5. Since you continue to be in a key position, the Confidentiality,
Non-Competition Agreement and Non-Solicitation Agreement you entered
into at the time of hire remains in effect. The protections provided by
this Agreement are necessary to safeguard Oxford's Confidential
Information and other business interests.
6. You will be granted 100,000 stock options, pursuant to the
Corporation's 1991 Stock Option Plan (the "Plan") vesting in four equal
annual installments at a ▇▇▇▇▇ ▇▇▇▇▇ equal to the closing price of
Oxford stock on your Effective Date, in accordance with the terms of
the Plan.
7. The Corporation may terminate this Agreement at any time for "Cause" or
decline to renew this Agreement at the end of a term for "Cause".
Termination or failure to renew for Cause shall mean termination by the
Corporation because you (i) engage in the following conduct in
connection with your employment with the Corporation; personal
dishonesty, fraud, willful misconduct, breach of fiduciary duty
involving personal profit, breach of a restrictive covenant against
competition, disclosure of confidential information of the Corporation,
willful and continued failure to substantially perform your duties for
the Corporation provided you receive thirty days notice of such failure
and you are given the opportunity to remedy such failure within such
thirty day period or (ii) willfully violate any law, rule, or
regulation (other than traffic violations or similar offense), which
willful violation materially impacts the performance of your duties to
the Corporation.
8. In the event your employment is terminated by the Corporation without
Cause (other than for retirement, disability or death), or by you for
Good Reason (as defined below in paragraph 10), or if the Corporation
fails to renew this Agreement at the end of a term without cause, then
the Corporation shall (1) pay you an amount equal to your base salary
at the time of your Employment Termination Date, (2) the greater of
your target annual performance bonus or the annual performance bonus
paid to you in respect of the fiscal year immediately preceding your
date of termination and (3) continue Oxford provided medical and dental
benefits for up to 12 months following your Employment Termination
Date, provided that if you become employed and become eligible for
benefits from another employer during such 12 month period, your
medical and dental benefits from the Corporation shall cease. The
severance payments will be made via salary continuation through
Oxford's normal payroll cycle over the course of 12 months provided you
are in compliance with Paragraphs 14 and 15.
Mr. ▇▇▇▇▇▇ ▇▇▇▇▇
October 14, 2002
Page 3
9. In the event your employment is terminated by the Corporation without
Cause or by you for Good Reason (as defined below in paragraph 11),
within the 24-month period following a Change in Control, then the
Corporation shall (1) pay you an amount equal to two (2) times your
base salary, (2) pay you an amount equal to two (2) times the highest
annual performance bonus paid to you during the two years immediately
preceding the Change in Control, and (3) continue Oxford provided
medical and dental benefits for 12 months following your employment
termination date The severance payments will be made via a lump sum
payment within ten (10) days of any such termination pursuant to this
Paragraph 9, provided you are in compliance with Paragraphs 14 and 15.
10. Termination by you for Good Reason outside of a Change in Control shall
mean termination based on the occurrence without your express consent
of any of the following: (i) a significant diminution by the
Corporation of your duties and responsibilities, or an adverse change
in reporting such that you no longer report to the President of the
Corporation, or a person of equivalent or higher rank other than for
Cause or disability or (ii) a reduction in your base salary, other than
as part of an across-the-board salary reduction generally imposed on
executives of the Corporation.
11. Termination by you for Good Reason following a Change in Control shall
mean termination based on the occurrence without your express consent
of any of the following: (i) a significant diminution by the
Corporation of your duties and responsibilities, or an adverse change
in reporting such that you no longer report to the President of the
Corporation, or a person of equivalent or higher rank other than for
cause or disability (ii) a reduction in your base salary, bonus
potential or benefits, other than as part of an across-the-board
reduction generally imposed on executives of the Corporation, (iii) any
requirement of the Corporation that you be based anywhere more than
thirty miles from the office where you are located at the time of the
Change in Control or (iv) the business travel requirement becomes
substantially greater than immediately prior to the Change in Control.
In any event, you agree not to terminate your employment with the
Corporation (other than for Good Reason following a Change in Control
or for retirement) during the 90-day period following a Change in
Control.
12. For purposes of this Agreement (including without limitation paragraph
10 and paragraph 11), Good Reason shall not exist until after you have
given the Corporation notice of the applicable event within 90 days of
such event and which is not remedied within 30 days after receipt of
written notice from you specifically delineating such claimed event and
setting forth your intention to terminate employment if not remedied;
provided that if the specified event cannot reasonably be remedied
within such 30-day period and the Corporation commences reasonable
steps within such 30-day period to remedy such event and diligently
continues such steps thereafter until a remedy is effected, such event
shall not constitute Good Reason.
13. Change in control, for the purposes of this Agreement shall have the
same meaning ascribed thereto in the Plan, as amended from time to time
and any successor thereto.
14. The severance payments provided hereunder shall constitute the
exclusive payments due you from, and the exclusive obligation of, the
Corporation in the event of any termination
Mr. ▇▇▇▇▇▇ ▇▇▇▇▇
October 14, 2002
Page 4
of your employment, except for any benefits which may be due you in the
normal course under any employee benefit plan of the Corporation (other
than any severance pay plan) which provides benefits after termination
of employment. The obligation to make the severance payments hereunder
is conditioned upon your execution and delivery to the Corporation of a
release, in form satisfactory to the Corporation, of any claims you may
have as a result of your employment or termination of employment under
any federal, state or local law, excluding any claim for benefits which
may be due you in normal course under any employee benefit plan of the
Corporation (other than any severance pay plan) which provides benefits
after termination of employment. The obligation to make the payments
hereunder is further conditioned upon the terms set forth in Paragraph
15 hereof.
15. You agree that any right to receive payments hereunder will cease if
during your employment and the one-year period following your
termination of employment you violate the terms of the Confidentiality,
Non-Competition and Non-Solicitation Agreement.
16. If payments are due you pursuant to Paragraphs 8 or 9 and you are in
compliance with Paragraphs 14 and 15, then the Corporation shall pay to
you an amount which, on an after-tax basis (including federal income and
excise taxes and state and local income taxes), equals the excise tax,
if any, imposed by Section 4999 of the Internal Revenue Code of 1986, as
amended (the "Code"), upon you by reason of "parachute payments" (as
defined in Section 280G(b) (2) of the Code) made by the Corporation or
its subsidiaries or affiliate.
Congratulations again on your promotion and please indicate your agreement by
signing below and retaining one copy for your records.
Sincerely,
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Agreed and Accepted:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 1/14/02
--------------------- -------
▇▇▇▇▇▇ ▇▇▇▇▇ Date