SEVERANCE AGREEMENT FOR XXXXXXX XXXXXX
The Parties to this Severance Agreement are Xxxxxxx Xxxxxx ("Executive") and
XxxxxxXxxx.xxx, Inc. ("HealthAxis"). In the event the merger (the "Merger") of
HealthAxis into and with a wholly owned subsidiary of HealthAxis Inc. ("HAXS")
is not consummated, then HealthAxis shall be solely responsible for all
severance payments and obligations hereunder. Upon consummation of the Merger,
both HealthAxis and HAXS shall be jointly and severally responsible for all
payments and obligations hereunder.
I. STATUS. On February 1, 2001 ("Succession Date"), Executive shall resign
as President and CEO of XxxxxxXxxx.xxx, Inc., and shall succeed to an
executive role as Chairman of the Board of Directors of XxxxxxXxxx.xxx,
Inc. Executive shall transition to a non-executive Chairman role on or
about March 31, 2001 ("Transition Date").
II. SALARY. Executive shall continue to be paid by HealthAxis at his
current annual salary rate of $200,000 up to and including the
Transition Date.
III. SEPARATION COMPENSATION. Effective on the first day following the
Transition Date, Executive shall receive a 12 month consulting
agreement paying Executive a total of $180,000, payable in equal
semi-monthly installments consistent with company pay periods. In the
event Executive leaves the Board of Directors at any time during the 12
month term of the consulting agreement, Executive shall have the option
to accelerate the consulting agreement and receive any outstanding
contract balances in a lump sum.
IV. MEDICAL EXPENSES. Executive shall receive continuation of medical
insurance benefits, either as director/consultant under the plan or
through effectuation of COBRA as the case may be, at the current
contribution rate for six (6) months following the Transition Date. If
acceleration of the consulting agreement occurs as provided in Section
III above within six (6) months of the Transition Date, then Executive
shall receive any outstanding continuation payments in a lump sum.
V. BUSINESS RELATED EXPENSES. Executive shall be reimbursed for all
reasonable and necessary HealthAxis business-related expenses incurred
by Executive while Chairman.
VI. AUTOMOBILE & EQUIPMENT. Monthly payments for Company-leased automobile
shall be paid by Company through June 30, 2001. As of July 1, 2001,
Executive will make payments through November 30, 2001, at which time
the lease terminates. Executive may keep for his own use his laptop
computer, desktop printer, cell phone and peripherals.
VII. APARTMENT. Executive may continue to occupy the Company-paid apartment
in Dallas, Texas up to and including the Transition Date. Thereafter,
at his option Executive may either continue to occupy the apartment at
his own expense, or shall use best efforts to transfer the lease to a
third party or sublet (as permitted) the apartment to HealthAxis.
VIII. OPTIONS. All stock options previously granted to Executive shall be
fully vested and the post-termination exercise period shall be amended
in each option to allow for a three-year post termination exercise
period, effective from Executive's termination as a director, employee
or consultant of HealthAxis. All shares underlying the options shall be
registered in the Form S-8 filing which is expected to be filed within
one (1) month of the Merger close. If during the three year post
termination exercise period Executive is unable to sell his shares
acquired upon exercise of his options because the S-8 is not effective,
then Executive shall be entitled to piggyback registration rights each
time the Company files a registration statement.
IX. MUTUAL RELEASE OF LIABILITY. Executive and HealthAxis agree to and
shall execute a mutual release of liability that is mutually
satisfactory to both parties to be effective upon the date of
Executive's resignation as Chairman.
Accepted, Agreed to and Effective this 29th day of December, 2000.
/s/ Xxxxxxx Xxxxxx
------------------------
XXXXXXX XXXXXX
XXXXXXXXXX.XXX, INC.
BY: /S/ XXXXXXX X. XXXXXXXXX
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XXXXXXX X. XXXXXXXXX
SVP & GENERAL COUNSEL
Accepted and Agreed to, this 29th day of December, 2000, with all obligations
contemplated herein contingent upon consummation of the Merger.
HealthAxis Inc.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------
Xxxxxxx X. Xxxxx
Chief Financial Officer
