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Exhibit 10(a)
October 12, 1999
Xx. Xxxxxxxx Xxxxxxxxxx
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
RE: Consulting Relationship with Oxford Health Plans, Inc.
Dear Ben:
This letter serves to amend that certain letter agreement dated as of
July 24, 1998 (the "Letter Agreement") between you and Oxford Health Plans, Inc.
(the "Company"). Pursuant to Section 4(c) of the Letter Agreement, the Company
agreed to retain you as a consultant for a period of one year following your
Employment Termination Date (as defined in the Letter Agreement). In
consideration of your continued services to the Company and representation on
the Company's Board of Directors, the Company hereby offers to continue your
consulting relationship until such time as you cease to act as a member of the
Company's Board of Directors. Accordingly, the Company hereby offers to add a
new Section 4(g) to the Letter Agreement, effective as of July 31, 1999, as
follows:
"(g) Commencing July 31, 1999, the Company hereby retains you
as a Consultant to the Company until such time as you cease to act as a
member of the Company's Board of Directors (the "Additional Consulting
Period"). During the Additional Consulting Period, you agree to be
reasonably available for consultation with the Company by telephone or
in person at the Company's offices in New York City or other offices in
New York City as necessary. The performance of your consulting services
shall be scheduled on reasonable notice and in such a manner so as not
to interfere with your other business activities, and so as not to
present any conflict of interest with your other business activities,
it being expressly understood that you are permitted, notwithstanding
these consulting obligations, to secure full-time employment elsewhere.
During the Additional Consulting Period, the Company shall pay you a
per diem rate for your consulting services, to be determined by the
Company, for any days on which consulting services are performed by
you. In addition, during the Additional Consulting Period, your Options
shall continue to vest and remain exercisable in accordance with their
terms. Notwithstanding anything to the contrary in this paragraph,
either party hereto may terminate your consulting arrangement and the
Additional Consulting Period hereunder upon ninety (90) days prior
notice."
The provisions of the Letter Agreement shall not affect the
compensation or benefits that
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you otherwise receive in your capacity as a member of the Company's Board of
Directors. Aside from the amendment provided hereby, all other provisions of the
Letter Agreement shall remain unchanged and unaffected by this amendment. Please
note that the provisions of Section 4(d) of the Letter Agreement which provided
for the continuation of certain welfare benefits will not apply during the
Additional Consulting Period. If this presents a hardship, please feel free to
contact me.
This amendment shall be binding on the Company and its successors and
assigns. Please confirm your acceptance of this amendment by returning to me the
enclosed copy of this letter, signed where indicated.
Very truly yours,
OXFORD HEALTH PLANS, INC.
BY: /s/ XXXXXXX X. XXXX
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Xxxxxxx X. Xxxx, Executive Vice President
and General Counsel
Accepted and Agreed:
/s/ XXXXXXXX XXXXXXXXXX, M.D.
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Xx. Xxxxxxxx Xxxxxxxxxx
10/14/99
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Date
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