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EXHIBIT 10.8
AGREEMENT RELATING TO EMPLOYMENT AND STOCK OPTIONS
THIS AGREEMENT RELATING TO EMPLOYMENT AND STOCK OPTIONS dated as of June 23,
1998 (the "Agreement") amends and supplements certain agreements described below
between HEALTHCARE RECOVERIES, INC. ("HRI"), a Delaware corporation, and XXXXX
X. XXXXXXX ('Xx. Xxxxxxx").
RECITALS
A. HRI and Xx. Xxxxxxx have previously entered into an
Employment Agreement dated May 28, 1997 and an Amendment thereto of even date
therewith (the "Employment Agreement") setting forth the terms and conditions of
Xx. Xxxxxxx'x employment with HRI as a member of its Management Group.
B. HRI and Xx. Xxxxxxx have also previously entered into a
Stock Option Agreement dated May 28, 1997 (the "Stock Option Agreement) under
which Xx. Xxxxxxx was granted a stock options to purchase 65,000 shares of the
$0.001 per value common stock of HRI ("HRI Common Stock") at a price of $14.00
per share (such stock options being referred to as the "1997 Options"), subject
to all the provisions set forth in the Stock Option Agreement.
C. In February 1998, HRI granted to Xx. Xxxxxxx stock options to
purchase 5,000 shares of HRI Common Stock at a price of $20.25 per share (such
stock options being referred to as the "1998 Options").
D. HRI and Xx. Xxxxxxx have mutually agreed to alter the terms
of Xx. Xxxxxxx'x employment and compensation, as provided by this Agreement,
and therefore to amend the Employment Agreement and the Stock Option Agreement.
NOW, THEREFORE, in consideration of the mutual premises and covenants
set forth herein and in the Recitals hereto and made a part of this Agreement,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. All capitalized terms used herein shall have the meaning
set forth in the Employment Agreement or the Stock Option Agreement as the
context may indicate unless the context requires otherwise.
2. The Stock Option Agreement is hereby amended as follows.
A. Clause (i) of Section 2(b) of the Stock Option Agreement is
deleted in its entirety.
B. Clause (iii) of Section 3(a) of the Stock Option Agreement is
deleted in its entirety.
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3. Xx. Xxxxxxx hereby agrees that 43,333 1997 Options are, as of
June 23, 1998, unvested, and hereby surrenders to HRI all of his unvested 1997
Options, and relinquishes all rights and claims to such unvested 1997 Options.
With respect to the 1997 Options that are, as of June 23, 1998, vested, neither
this Agreement nor any of the transactions contemplated hereby shall constitute
a termination of Xx. Xxxxxxx'x employment for purposes of Section 3 of the Stock
Option Agreement.
4. Xx. Xxxxxxx hereby surrenders to HRI all of his 1998 Options,
and relinquishes all rights and claims to the 1998 Options.
5. The Employment Agreement is hereby amended as follows:
Section 5(b) shall be deleted in its entirety, and in lieu thereof the following
provisions shall be substituted:
(b) Incentive Compensation. Effective June 23, 1998,
until the termination of this Agreement, Employee
shall be entitled to incentive compensation payments
in accordance with the Key Managers Incentive
Compensation Plan of Healthcare Recoveries, Inc.
6. In consideration of the foregoing, HRI shall issue to Xx.
Xxxxxxx, as of June 23, 1998, stock options to purchase 20,000 shares of HRI
Common Stock, with an exercise price equal to Fair Market Value, as such term is
defined in the Healthcare Recoveries, Inc. 1997 Stock Option Plan for Eligible
Participants under which such options shall be issued.
7. Notwithstanding anything to the contrary set forth in the
Stock Option Agreement or the Employment Agreement, the terms and conditions
hereinafter set forth shall control and any term or condition of the Stock
Option Agreement or the Employment Agreement, as the case, may be, that is
inconsistent with any term or condition hereinafter set forth shall be of no
force or effect whatsoever.
8. HRI and Xx. Xxxxxxx agree that except as expressly modified
herein, all other terms and conditions of the Stock Option Agreements and the
Employment Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the first date set forth above.
HEALTHCARE RECOVERIES, INC. XXXXX X. XXXXXXX
By /s/ Xxxxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxx
Chief Financial Officer
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