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June 26, 1998
Xxxxxxx X. Xxxx, Esq.
00 Xxxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Dear Xxxx:
This letter will confirm our decision regarding certain additional compensation
arrangements with Oxford Health Plans, Inc. (the "Corporation") and clarify our
interpretation of your Employment Agreement relating to your roles and
responsibilities as General Counsel of the Corporation.
On March 30, 1998, the Corporation granted you an additional 200,000 options to
acquire common stock of the Corporation, under the terms and conditions of the
Corporation's 1991 Stock Option Plan. In addition, the Corporation has hired Xxx
Xxxxxxxxxx to act as Special Counsel to the Chief Executive Officer and expects
to hire Xxxxxx Xxxxx as an officer and health care counsel reporting to you. Xx.
Xxxxxxxxxx'x duties are described in the chart provided to you.
By this letter, the Corporation and you acknowledge and agree that from and
after January 1, 1999, such changes shall not give you "Good Reason" (as defined
in your employment agreement with the Corporation, dated as of August 14, 1998,
and amended as of February 23, 1998) to terminate your employment with the
Corporation. At any time prior to January 1, 1999, you may exercise your rights
under Section 6 (h) (i) of the Employment Agreement by providing written notice
to the Corporation and Good Reason shall be deemed to exist notwithstanding
anything contained in the proviso to the definition of Good Reason contained in
Section 6 (d) of the Employment Agreement. If there are any changes after
January 1, 1999, in the formal duties of Xx. Xxxxxxxxxx or Xx. Xxxxx, or in the
duties in fact performed by them, which constitute a diminution in the duties of
the General Counsel, you shall be entitled to rely on the "Good Reason"
provision of your Employment Agreement at such time in accordance with its
terms.
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Xxxxxxx X. Xxxx, Esq. Page 2
We also agree that during the Term (as defined in the Employment Agreement) of
the Employment Agreement and thereafter, the Corporation shall continue to
provide you with no less favorable director and officer indemnification and
insurance coverage than such coverage in effect from time to time for the
directors and officers of the Corporation, subject to the availability of such
insurance at a reasonable cost to the Corporation, and provided further that
such director and officer insurance need not be provided for a period longer
than 6 years following your Date of Termination (also as defined in your
Employment Agreement).
Sincerely,
Xxxxxx X. Xxxxxx
Chief Executive Officer
Agreed and Accepted:
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Xxxxxxx X. Xxxx
Date:
