EXHIBIT 10.5
February 1, 1997
Doctors Health System, Inc.
00000 Xxxx Xxx Xxxxxx, 00xx Xxxxx
Xxxxxx Xxxxx, Xxxxxxxx 00000
Attention: Stewart B. Gold, President
Dear Xxxxxxx:
My understanding is that Section 4(f)(ii) of the Amended and
Restated Stockholders Agreement among Doctors Health System, Inc. ("DHS") and
the stockholders of DHS (the "Stockholders Agreement") provides that, in the
event of my disability, I may require DHS to purchase my shares of DHS Common
Stock in the event that the other stockholders decline to purchase such stock.
In addition, it is my understanding that DHS may terminate my Employment
Agreement with DHS dated December 9, 1994, as amended from time to time (the
"Employment Agreement") in the event of a disability pursuant to Section 4.2 of
the Employment Agreement. By signing this letter, I agree to execute amendments
to the Stockholders Agreement and Employment Agreement in accordance with the
terms of this letter.
This letter will confirm my agreement that, effective as of
February 1, 1997, in the event I become disabled (and not for any other reason),
I waive my right to require DHS to purchase any of my shares of DHS Common Stock
of whatever class, including shares issuable upon the exercise of stock options
(i) to the extent such purchase price would exceed the amount payable to DHS
pursuant to any disability insurance policy maintained by DHS to fund such
purchase right and/or (ii) to the extent any disability is not covered by such
disability insurance policy. You have agreed that the DHS will use its
commercially reasonable efforts to obtain the maximum amount of disability
insurance coverage to fund the stock repurchase right described in the
Stockholders Agreement.
Doctors Health System, Inc.
February 1, 1997
Page 2
I have agreed to waive these rights in consideration that DHS
shall amend the Employment Agreement to provide that if my employment with DHS
is terminated due to a disabililty which is not covered by the applicable
disability insurance policy, DHS shall in such event provide me with a severance
benefit equal to my salary pursuant to the Employment Agreement, from the date
of termination of employment due to disability until the first anniversary of
expiration of the term of the Employement Agreement.
I understand that the arrangements described above shall
terminate upon the occurrence of a Change in Control as defined in the
Stockholders Agreement.
Very truly yours,
Xxxxx Xxxxxx
Agreed and Accepted as of
this 1st day of February, 1997
DOCTORS HEALTH SYSTEM, INC.
By: ________________________
Stewart B. Gold, President
