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Exhibit 10(q)
OXFORD HEALTH PLANS, INC.
STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of the 1st day of December, 2000 (the
"Effective Date"), by and between Oxford Health Plans, Inc., a Delaware
corporation (the "Corporation"), and Xxxxxx Xxxxxxxx (the "Employee").
W I T N E S S E T H:
WHEREAS, the Corporation and the Employee have entered into an
employment agreement dated as of the date hereof (the "Employment Agreement")
pursuant to which the Employee will serve as the Executive Vice President,
General Counsel and Secretary of the Corporation; and
WHEREAS, the Board of Directors of the Corporation (the
"Board") has determined that it is in the best interests of the Corporation to
enter into this Agreement.
NOW, THEREFORE, in consideration of the covenants and
agreements herein contained, the parties hereto hereby agree as follows:
1. GRANT OF OPTION. The Corporation hereby grants to the Employee the
right and option (an "Option") to purchase, subject to the vesting provisions of
Section 3, all or any part of an aggregate of 125,000 shares (the "Option
Shares") of the Corporation's common stock, par value $.01 per share ("Common
Stock"), at a purchase price per share equal to the closing price of the
Corporation's Common Stock on the Effective Date (the "Option Price"). Although
the Option is not granted under the Oxford Health Plans, Inc. 1991 Stock Option
Plan, a copy of which is attached hereto, (the "Plan") and although the Option
Shares will be separately registered with the Securities and Exchange Commission
pursuant to Section 10 below and the provisions of the Employment Agreement, the
Option shall be governed by the provisions of the Plan (as though it had been
granted under the Plan) except as otherwise expressly provided for herein.
Without intending to limit the foregoing, the parties hereto agree that the
number and type of shares subject to the Option or for which the Option may be
exercised as of any date and the Option Price shall be subject to adjustment in
accordance with Section IV of the Plan.
2. TERM OF OPTION. Subject to earlier termination as provided in
Section 4, the Option shall expire and cease to be exercisable on December 1,
2007 (the "Termination Date").
3. VESTING AND EXERCISABILITY.
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(a) Regular Vesting Schedule. Except as otherwise
provided herein, the Option Shares shall vest and
become exercisable ratably on a annual basis over the
forty-eight month period following the Effective Date
ending on December 1, 2004, provided that the
Employee is employed by the Corporation on the
applicable vesting date, as follows:
Number of Shares Vesting Date
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31,250 12/1/01
31,250 12/1/02
31,250 12/1/03
31,250 12/1/04
The above vesting schedule will be revised in the event the Corporation's 2001
executive stock option grant provides for a more favorable vesting schedule. Any
partial exercise of the Option is limited to the purchase of whole shares of
Common Stock.
(b) Acceleration of Vesting. In event of a Change in Control
(as defined in the Plan) and as otherwise provided in the Employment Agreement,
the Options shall become fully vested and exercisable not later than immediately
prior to the occurrence of such Change in Control. For the avoidance of doubt,
the reference to "Stock Options" at Section I.2.(b)(ii) of the Plan shall be
deemed to include the Option.
4. TERMINATION OF EMPLOYMENT. Unless otherwise determined by the
Compensation Committee of the Board and subject to 3(b) above, if the Employee's
employment with the Corporation or with a subsidiary of the Corporation is
terminated, the term of any then outstanding option held by the Employee shall
extend for a period ending on the earlier of the date on which such option would
otherwise expire or three months after such termination, and the Option shall be
exercisable to the extent it was exercisable as of such last date of the
Employee's employment with the Corporation.
5. METHOD OF EXERCISING OPTION. Full payment for the shares purchased
shall be made at the time of any exercise of this Agreement. The purchase price
shall be payable to the Corporation either (i) in United States dollars in cash
or by check, bank draft, or postal or express money order, or (ii) through the
delivery of shares of Stock of the Corporation owned by the Employee for at
least six months prior to the date of exercise having a Fair Market Value on the
date of exercise equal to the full purchase price, or (iii) by a combination of
(i) and (ii) above. To the extent that the Corporation has made or in the future
makes available to senior officers of the Corporation holding options to acquire
the stock of the Corporation any additional methods for the payment of the
purchase price of an option, the Employee may avail himself of such other
methods of payment
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6. ISSUANCE OF SHARES. As promptly as practical after receipt of such
written notification of exercise and full payment of the Option Price for the
shares purchased and any amounts required to be withheld due to tax withholding
obligations, the Corporation shall issue or transfer to the Employee the number
of Option Shares with respect to which the Option has been exercised (less
shares withheld in satisfaction of tax withholding obligations, if any), and,
unless otherwise directed by the Employee, shall deliver to the Employee a
certificate or certificates therefor, registered in the Employee's name. The
Corporation may postpone such delivery, and shall not be obligated to transfer
or issue any shares to the Employee hereunder, until it receives satisfactory
proof that the issuance or transfer of such Option Shares will not violate any
of the provisions of the Securities Act of 1933, as amended (the "Securities
Act"), or the Securities Exchange Act of 1934, as amended, any rules or
regulations of the Securities and Exchange Commission promulgated thereunder, or
the requirements of applicable state law relating to authorization, issuance or
sale of securities, or until there has been compliance with the provisions of
such acts or rules. Any determination in this connection by the Corporation
shall be final, binding and conclusive.
7. CORPORATION; EMPLOYEE. (a) The term "Corporation" as used in this
Agreement with reference to employment shall include the Corporation and its
subsidiaries, as appropriate.
(b) Whenever the word "Employee" is used in any provision of
this Agreement under circumstances where the provision should logically be
construed to apply to the beneficiaries, the executors, the administrators, or
the person or persons to whom the Option may be transferred by will or by the
laws of descent and distribution, the word "Employee" shall be deemed to include
such person or persons.
8. NON-TRANSFERABILITY. Except as otherwise provided herein, the Option
and the rights and privileges conferred hereby may not be transferred, assigned,
pledged or hypothecated in any way, other than by will or the laws of descent
and distribution, and the Option shall be exercisable during the Employee's
lifetime only by the Employee or his conservator.
9. RIGHTS AS SHAREHOLDER. Neither the Employee nor any transferee of
the Option shall have any of the rights of a shareholder with respect to any
Option Shares except to the extent that such Option Shares shall have been
issued upon the exercise of the Option as provided herein, and no adjustment
shall be made for cash distributions in respect of such Option Shares for which
the record date is prior to the date upon which such Employee or transferee
shall become the holder of record thereof.
10. REGISTRATION OF OPTION SHARES. The Corporation agrees to cause the
Option Shares to be registered under the Securities Act on or before December 1,
2001. To the extent the Employee is entitled to exercise all or any portion of
the Option prior to
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the date on which the Corporation has agreed to register the securities pursuant
to the Employment Agreement, the Employee agrees to the placement on
certificates representing any Option Shares acquired pursuant to the exercise of
all or any portion of such Option of the following legend (the "Legend"):
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT."
Upon the registration under the Securities Act of the Option Shares acquired
pursuant to the exercise of all or any portion of the Option which has become
exercisable as described above, or the delivery by the Employee to the
Corporation of an opinion of counsel reasonably satisfactory to the Corporation
that the Legend is no longer required under the Securities Act, the Corporation
shall immediately issue, in exchange for the certificates containing the Legend,
new certificates representing the Option Shares without the Legend. The
Corporation hereby represents and warrants that the Option Shares, when issued
pursuant to the exercise of the Option, will be duly and validly issued, fully
paid and non-assessable, and the Employee will have good, valid and marketable
title to such Option Shares, free and clear of all liens, security interests,
pledges, charges, claims or other encumbrances, whether consensual, statutory or
otherwise. Notwithstanding the foregoing, the Employee hereby acknowledges that
the Option Shares may be sold or disposed of in the absence of registration only
pursuant to an exemption from the registration requirements of the Securities
Act.
11. NOTICES. For purposes of this Agreement, all communications
provided for in this Agreement shall be in writing and shall be deemed to be
duly given when delivered or (unless otherwise specified) mailed by United
States mail.
If to the Employee:
Xxxxxx Xxxxxxxx
00 Xxxxx Xxxx Xxxx
Xxxxxx, XX 00000
If to the Corporation:
Oxford Health Plans
00 Xxxxxx Xxxxxxxx
0
0
Xxxxxxxx, XX 00000
Attn: President
or to such other address as any party may have furnished to the other in writing
in accordance herewith.
12. BINDING EFFECT. Subject to Section 8 hereof, this Agreement shall
be binding upon the heirs, executors, administrators and successors of the
parties hereto.
13. NO RIGHT TO PERFORM SERVICES Neither the granting of this Option,
nor the exercise thereof, shall be construed as granting the Employee any right
to perform services for the Corporation or its subsidiaries. Subject to the
terms of the Employment Agreement, the right of the Corporation and its
subsidiaries to terminate the Employee's services at any time and for any
reason, is specifically reserved.
14. GOVERNING LAW. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Delaware.
15. ENTIRE AGREEMENT. This Agreement, and the relevant provisions of
the Employment Agreement, comprise the whole agreement between the parties
hereto with respect to the subject matter hereof, and may not be modified or
terminated other than by a writing executed by the Corporation and by the
Employee (or, in the event of a permitted transfer pursuant to Section 8, by the
Employee's transferees).
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
OXFORD HEALTH PLANS, INC.
By: /s/ XXXX XXXXXXXX
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Name: Xxxx Xxxxxxxx
Title: EVP Operations & Corporate Services
/s/ XXXXXX XXXXXXXX
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Xxxxxx Xxxxxxxx
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