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Exhibit 10(y)
RETIREMENT, CONSULTING AND NON-COMPETITION AGREEMENT
AGREEMENT dated as of February 23, 1998, by and between OXFORD
HEALTH PLANS, INC. (the "Corporation"), having a principal office in Darien,
Connecticut, and Xxxxxxx X. Xxxxxxx ("Xxxxxxx").
W I T N E S S E T H:
WHEREAS, Xxxxxxx and the Corporation entered into an
employment agreement (the "Employment Agreement"), dated as of August 14, 1996,
pursuant to which Xxxxxxx served as Chairman and Chief Executive Officer of the
Corporation; and
WHEREAS, Xxxxxxx resigned as Chief Executive Officer of the
Corporation on or about August 5, 1997; and
WHEREAS, Xxxxxxx has decided to retire from his position as
Chairman of the Corporation effective as of February 23, 1998; and
WHEREAS, in connection with such retirement, Xxxxxxx is
willing to continue to serve the Corporation as a consultant; and
WHEREAS, the Corporation wishes to provide for the continued
services of Xxxxxxx as a consultant following Xxxxxxx'x retirement by engaging
and retaining Xxxxxxx to
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provide services to the Corporation as a consultant and Xxxxxxx desires to
perform such services; and
WHEREAS, the Corporation wishes that Xxxxxxx not engage in
competition with the Corporation and Xxxxxxx is willing to agree to such
non-competition.
NOW, THEREFORE, in consideration of the premises and the
respective covenants and agreements of the parties, herein contained, and
intending to be legally bound hereby, the parties hereto agree as follows:
1. Retirement. Xxxxxxx shall cease to be an employee of the
Corporation effective as of February 23, 1998. Xxxxxxx agrees and acknowledges
that, effective as of February 23, 1998, the Employment Agreement shall be
terminated and cease to have any effect, except with respect to amounts payable
to Xxxxxxx thereunder which remain unpaid or as otherwise provided in this
Agreement.
2. Term. The term of this Agreement (the "Term") shall be the
period commencing as of February 23, 1998 and ending on February 23, 2001.
3. Duties. During the Term, Xxxxxxx shall provide assistance,
upon reasonable request, to the Chief Executive Officer of the Corporation, on
matters including but not
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limited to provider, employee and investor relations, and shall take all other
actions reasonably requested by the Board of Directors of the Corporation (the
"Board") through the Chairman to assure a smooth transition from Xxxxxxx'x prior
capacity as Chairman of the Corporation. Xxxxxxx agrees to continue to represent
the Corporation, for the Term of this Agreement or until requested to resign by
the Board, on the Executive Committee of the Health Care Leadership Council, the
Board of Directors of the American Association of Health Plans and the
President's Commission on Health Care. Xxxxxxx further agrees to resign his
position as a Director of the Corporation upon the request of a majority of the
Board (excluding Xxxxxxx for such purpose).
4. Place of Performance. Xxxxxxx shall not be required to
render services exclusively at the principal executive offices of the
Corporation in Darien, Connecticut; such services may be rendered at any other
mutually agreeable place, or by telephone or correspondence. The Corporation
shall provide Xxxxxxx with office space large enough to accommodate an executive
office, a secretarial office and a conference room; such space shall be outside
the
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Corporation's principal executive offices.
5. Fees, Expenses and Benefits.
(a) Fee. The Corporation shall pay to Xxxxxxx (i) upon
execution of this Agreement, a lump sum cash amount of $3.6 million and (ii)
during the Term, an annual amount of $1.8 million, payable monthly.
(b) Expenses. The Corporation shall promptly reimburse Xxxxxxx
for all reasonable and customary expenses incurred by Xxxxxxx in performing
services hereunder, including all expenses of travel, food and lodging, provided
that such expenses are incurred and accounted for in accordance with the
Corporation's policies and procedures.
(c) Other Benefits. During the Term, Xxxxxxx and his
dependents shall be entitled to continue to participate in the Corporation's
group health plan as in effect from time to time, or plans or arrangements
providing Xxxxxxx and his dependents with equivalent coverage thereunder. In
addition, the Corporation shall (i) reimburse Xxxxxxx for his reasonable
expenses at the Harvard Club of New York, Wee Burn Country Club and the Young
Presidents Organization; (ii) reimburse Xxxxxxx for annual tax preparation
services;
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and (iii) retain Xxxxxxx Xxxxxxxx (or equivalent assistant) on the payroll of
the Corporation for the purpose of providing Xxxxxxx with secretarial services.
(d) Options. All stock options granted to Xxxxxxx which are
otherwise not vested shall become fully vested and immediately exercisable.
Notwithstanding anything to the contrary in the Corporation's 1991 Stock Option
Plan or any award agreement, the expiration date of all of the options held by
Xxxxxxx shall be extended until February 23, 2002, and all of the options held
by Xxxxxxx shall continue to be exercisable until February 23, 2002.
6. Termination. This Agreement shall be terminated prior to
the end of the Term only upon the mutual consent of Xxxxxxx and the Corporation.
7. Oxford Specialty Management. During the Term, Xxxxxxx shall
have the right of first offer to purchase Oxford Specialty Management ("OSM").
For purposes of this Section 7, a "right of first offer to purchase" means that
(i) in the event the Corporation decides to sell or transfer to a third party,
the capital stock of OSM or all or substantially all of the assets of OSM (the
"OSM Assets"),
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the Corporation hereby agrees to notify Xxxxxxx and allow Xxxxxxx a period of
thirty (30) days to make an offer to purchase the OSM Assets from the
Corporation, and (ii) in the event the Corporation does not agree to sell the
OSM Assets to Xxxxxxx for the value (taking into account purchase price, terms,
conditions and ongoing contractual relationships) (the "Xxxxxxx Price") at which
Xxxxxxx offers to purchase the OSM Assets, the Corporation agrees not to dispose
of the OSM Assets in a transaction with a third party for value if such value
does not exceed the Xxxxxxx Price. In the event that the Corporation decides to
liquidate or otherwise dispose of OSM other than as a result of a transaction
with a third party, the Corporation will notify Xxxxxxx and allow Xxxxxxx to
submit alternate proposals to the Corporation; provided, however, that in no
event will this opportunity create an obligation of the Corporation to accept
any such alternate proposal. In the event that Xxxxxxx acquires the OSM Assets,
Xxxxxxx shall have the right to occupy any position at OSM.
8. Noncompetition and Nonsolicitation.
(a) Except as provided in Section 7 above or with the prior
written consent of the Corporation, Xxxxxxx shall
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not, during the Term, be employed by, or have a significant ownership interest
in, any business which is principally and directly engaged in the operation of
health maintenance organizations or the health insurance business in the United
States. For the purposes of this Agreement, the ownership of less than ten
percent (10%) of the outstanding securities of any corporation shall not be
deemed to constitute a "significant ownership interest."
(b) During the Term, Xxxxxxx shall not solicit for employment
any person who is at such time (or who was within the one-month period prior to
such solicitation) employed by the Corporation or its affiliates.
9. Cooperation. During the Term and thereafter, Xxxxxxx hereby
agrees to reasonably cooperate with the Corporation in respect of all legal
proceedings, regulatory inquiries and related matters that are in progress as of
the date of this Agreement or that may subsequently be filed that arise in
respect of and/or are in connection with any activities of the Corporation
during the term of Xxxxxxx'x employment with the Corporation.
10. Notice. For the purposes of this Agreement,
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notices, demands and all other communications provided for in this Agreement
shall be in writing and shall be deemed to have been duly given when delivered
or (unless otherwise specified) mailed by United States certified or registered
mail, return receipt requested, postage prepaid, addressed as follows:
If to Xxxxxxx:
Xxxxxxx X. Xxxxxxx
0 Xxxxxxx Xxxxxx Xxxx
Xxxxxx, Xxxxxxxxxxx 00000
If to the Corporation:
Oxford Health Plans, Inc.
000 Xxxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attn: Secretary
or to such other address as any party may have furnished to the others in
writing in accordance herewith.
11. Modification of Agreement; Governing Law. No provisions of
this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by Xxxxxxx and the
Corporation. This Agreement shall be governed by, and is to be construed and
enforced in accordance with, the laws of the State of Connecticut without regard
to its conflicts of law
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principles. The invalidity or unenforceability of any provision of this
Agreement under such law shall not affect the validity or enforceability of any
other provision of this Agreement, which shall remain in full force and effect.
12. Entire Agreement. This Agreement sets forth the entire
Agreement of the parties hereto in respect of the subject matter contained
herein and supersedes and cancels all prior agreements and understandings,
whether oral or written, with respect to the subject matter of this Agreement.
Notwithstanding the foregoing, this Agreement shall not impact in any way
Xxxxxxx'x rights of indemnification under the directors' and officers' insurance
policies maintained by the Corporation, the Corporation's by-laws and
certificates of incorporation, or statutory or common law.
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IN WITNESS WHEREOF, the parties have executed this Agreement
on the date first above written.
OXFORD HEALTH PLANS, INC.
By:
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Name:
Title:
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Xxxxxxx X. Xxxxxxx
