Exhibit 10.8
EMPLOYMENT AGREEMENT
AGREEMENT dated as of March 1, 1994, by and between Value Health,
Inc., a Delaware corporation (the "Company"), and Xxxx X. Xxxxxxx (the
"Executive").
Company desires to employ Executive to devote full time to the
business of the Company, and Executive desires to be so employed.
The parties agree as follows:
1. Employment. Company agrees to employ Executive, and Executive agrees to be so
employed, in the capacity of Vice President and General Counsel. Executive shall
perform such functions and undertake such responsibilities as are customarily
associated with such capacities. Employment shall be for an initial one-year
term ending February 28, 1995 and shall be renewed for successive one-year terms
unless terminated as provided hereunder.
2. Time and efforts. Executive shall diligently and conscientiously devote his
full and exclusive time and attention and best efforts in discharging his duties
as the Company's Vice President and General Counsel.
3. Compensation. Commencing as of the effective date of this Agreement, the
Company shall pay the Executive base compensation for his services at an annual
rate of $145,000. This amount shall be paid in equal bi-weekly installments. The
parties agree to negotiate increases in such compensation at least annually. In
addition, Executive shall be eligible to earn an annual performance bonus at a
target level to be established annually pursuant to criteria approved by the
Board of Directors of VHI (or the Compensation Committee thereof).
4. Benefits. The Executive shall be entitled to participate in, and receive
benefits from any insurance, medical, disability or pension plan of the Company
which may be in effect at any time during the term hereof and which shall
generally be available to senior executive officers of the Company.
5. Expense reimbursement. The Company shall reimburse Executive for all
reasonable and necessary expenses incurred in carrying out his duties under this
Agreement. Executive shall present to the Company from time to time an itemized
account of such expenses in any form required by the Company.
6. Termination without cause.
(a) By the Company. The Company may without cause terminate this Agreement
at any time by notifying the Executive thirty days prior to such
termination.
(i) In that event, for a period of one (1) year commencing on the date
of the termination becomes effective, Executive shall be entitled
to receive his base compensation as provided by Section 4 (less all
amounts required to be withheld and deducted).
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(ii) In that event, the Company shall provide Executive, upon the
same terms and conditions and at the same cost to Executive,
with the same health benefits available to all the Company's
executives, for the lesser of one year from the date of
termination or the first day of the first month in which
Executive obtains new employment provided health benefits
coverage.
(iii) In the event either of (a) termination without cause or (b)
nonrenewal of this Agreement by the Company, from the date the
termination or nonrenewal because effective, no portion of any
stock option awarded to the Executive pursuant to the
Company's 1991 Stock Plan which has not already vested shall
thereafter becomes vested.
(b) By the Executive. The Executive may without cause terminate this
Agreement by giving 60 days' written notice to the Company. In such
event, at the sole discretion of the Company, the Executive shall
continue to render his services and shall be paid his regular
compensation as provided by Section 4 up to the date of termination,
but he shall not receive any payment thereafter nor shall any stock
option or restrictive stock that is not otherwise vested or
nonforfeitable on the date of termination become vested or
nonforfeitable on such date.
7. Termination after merger or acquisition. In the event of the merger of the
Company or the acquisition of substantially all of the Company's stock or assets
(a "Reorganization"), Executive shall either be terminated without cause
pursuant to Section 6 or shall: (i) be retained by the Company in an executive
position of responsibility, authority and compensation comparable in all
material respects to the position of the Executive immediately prior to the
Reorganization; (ii) retain all rights accorded under this Agreement; and (iii)
be afforded all privileges accorded to other Company executives. If the
Executive is terminated without cause in connection with a Reorganization: (i)
in applying 6 (a) (i) "two" years shall be substituted for one year; and (ii) on
the date the termination or nonrenewal becomes effective, any portion of any
stock option awarded to the Executive pursuant to the Company's 1991 Stock Plan
not already vested shall become fully vested.
8. Termination for Cause. The Company may for cause terminate this Agreement at
any time by notifying the Executive of such termination and the cause therefor.
In such event, neither Section 7 nor Section 8 (if otherwise applicable) shall
apply; provided, however, that in the event the Company terminates this
Agreement on account of the Executive's prolonged disability, solely for
purposes of Section 6 (a) (ii) the Company shall be deemed to have terminated
this Agreement without cause. "Cause" shall mean the Executive's death,
prolonged disability or the significant failure to perform the Executive's
duties hereunder.
9. Confidentiality, Invention and Non-Compete Agreement. Simultaneously with
the execution of this Agreement the Executive shall execute the Confidentiality,
Invention and Non-compete Agreement attached hereto as Exhibit A.
10. Indemnification. The Executive shall be indemnified for his acts as an
officer and director of the Company in accordance with the by-laws of the
Company.
11. Notices. All notices required or permitted to be given under this Agreement
shall be given by certified mail, return receipt requested, to the parties at
the following addresses or to such other addresses as either may designate in
writing to the other party.
If to Company:
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Chairman and Chief Executive Officer
Value Health, Inc.
00 Xxxxxxxxxx Xxxx
Xxxx, XX 00000
If to Executive:
Xxxx X. Xxxxxxx
Three Brendan's Way
Granby, CT 06035
12. Governing law. This Agreement shall be construed and enforced in accordance
with the laws of the State of Connecticut.
13. Amendments. This Agreement may be amended only in writing, signed by both
parties.
14. Non-waiver. A delay or failure by either party to exercise a right under
this Agreement, or a partial or single exercise of that right, shall not
constitute a waiver of that or any other right.
15. Binding effect. The provisions of this Agreement shall be binding upon and
inure to the benefit of both parties and their respective successors and
assigns. In witness whereof, Company has by its appropriate officers, signed and
affixed its seal and Executive has signed and sealed this Agreement.
VALUE HEALTH, INC. XXXX X. XXXXXXX
By: /s/Xxxxxxx X. XxXxxxx By: /s/Xxxx X. Xxxxxxx
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Date: March 4, 1994 Date: March 4, 1994
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