SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS
Exhibit
10.2
EXECUTION COPY
EXECUTION COPY
SEPARATION
AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS
This
Separation Agreement and General
Release of All Claims (“Agreement”) is made and entered into by and among WellCare Health Plans, Inc.,
a Delaware
corporation (“WellCare”),
Comprehensive Health Management,
Inc., a Florida corporation (the “Company”) and
Xxxx Xxxxxxx
(hereinafter “Xxxxxxx”).
WHEREAS
Xxxxxxx, WellCare and
the Company are parties to an Employment Agreement dated September 15, 2003
(the
“Employment Agreement”);
WHEREAS
Xxxxxxx
has served the
Company as its Senior Vice President, Chief Financial Officer and Treasurer
and
as a Director of the Company;
WHEREAS
Xxxxxxx has served
WellCare as its Senior Vice President and Chief Financial Officer;
WHEREAS
Xxxxxxx, WellCare and
the Company have agreed that Xxxxxxx will resign from all positions with
WellCare, the Company, and all of their respective directly and indirectly
owned
subsidiaries and affiliates, including all employment, officer and board of
directors and other positions; and
WHEREAS
WellCare, the Company
and Xxxxxxx desire to resolve any differences or disputes now existing or which
may arise hereafter with respect to Xxxxxxx’ employment and his resignation
therefrom and as an officer and director.
NOW,
THEREFORE, AND IN
CONSIDERATION of the mutual promises of the parties to this Agreement,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:
1.
Defined
Terms. Each capitalized term used herein but not otherwise
defined shall have the meaning provided such term in the Employment
Agreement.
2.
Resignation from
Employment. Xxxxxxx hereby resigns his employment with
WellCare, the Company and their subsidiaries and affiliates, and resigns from
all the offices, directorships and other positions he holds with WellCare,
the
Company and all of their respective directly and indirectly owned subsidiaries
and affiliates, including without limitation his positions as Senior Vice
President and Chief Financial Officer of WellCare, his positions as Senior
Vice
President, Chief Financial Officer and Treasurer of the Company, and his
position as a member of the Board of Directors of the Company, effective as
of
January 25, 2008; provided,
however, Xxxxxxx shall continue as a non-executive employee of the
Company to facilitate an orderly transition, and shall be available to the
Company upon request through close of business on March 31, 2008 (the
“Resignation Date”). After the Resignation Date, Xxxxxxx shall not be
entitled to the receipt of any further payments or benefits from WellCare or
the
Company other than those related to the Indemnification and Advancement Rights
(as defined below) and as expressly provided for in this
Agreement. WellCare and the Company hereby accept such
resignation. The parties further agree that Xxxxxxx’
resignation on the Resignation Date shall be deemed for all purposes of the
Employment Agreement to be a “Voluntary Resignation by Executive” (as defined in
Section 4(d) of the Employment Agreement) except as set forth
herein.
3.
Payments Upon and
Following Resignation.
(a)
In accordance with Sections 5(d) and (e) of the Employment Agreement, Xxxxxxx
shall receive, on the next regularly scheduled pay day after the Resignation
Date, the unpaid portion of his base salary through the Resignation Date, as
well as payment for any accrued but unused vacation days as of the Resignation
Date, in accordance with WellCare’s and the Company’s applicable policies and
procedures.
(b)
Xxxxxxx’ benefits shall terminate in accordance with the terms of WellCare’s and
the Company’s respective benefits plans and its standard policies and
procedures, except that: (i) Xxxxxxx may elect to continue the health
insurance coverage that he had maintained as an employee pursuant to the
Consolidated Omnibus Budget Reconciliation Act as amended (“COBRA”), and (ii)
subject to his insurability, the Company shall assign to Xxxxxxx the Executive
Policies (as that term is defined in the Employment Agreement).
(c)
WellCare or the Company shall reimburse Xxxxxxx for appropriate and reasonable
expenses incurred on or before the Resignation Date, if any, in accordance
with
the applicable policies and procedures.
(d)
Xxxxxxx shall make himself reasonably available after the Resignation Date
through June 30, 2008 to assist the Company and/or WellCare with business
transition issues, as may be requested by the Company. The Company
will compensate Xxxxxxx for any such services at a rate of $500 per hour plus
appropriate and reasonable expenses.
4.
Stock Options and
Stock.
(a)
In accordance with Sections 5(d) and (e) of the Employment Agreement, subject
to
Section 4(c) below, and subject to any restrictions otherwise provided
hereinafter or by agreement, plan terms or law, Xxxxxxx (i) owns the WellCare
restricted stock and the WellCare stock options that have vested prior to
January 2008, and (ii) as to options and restricted stock vesting after such
date, shall, upon exercise in accordance with the applicable option agreement
as
to options, be deemed the owner of vested shares, as set forth in Exhibit A hereto,
to
the extent permitted and as provided in the agreement or plan governing such
options and shares with respect to a voluntary resignation without good
reason. Any such vesting and/or exercise shall be completed in
accordance with and subject to the terms and conditions of the March 13, 2007
Non-Qualified Stock Option Agreement under the 2004 Equity Incentive Plan (in
respect of a total of 16,352 shares), the March 13, 2007 Non-Qualified Stock
Option Agreement under the 2004 Equity Incentive Plan (in respect of a total
of
13,004 shares), the March 13, 2007 Restricted Stock Agreement under the 2004
Equity Incentive Plan, the July 27, 2006 Non-Qualified Stock Option Agreement
under the 2004 Equity Incentive Plan, the March 13, 2006 Restricted Stock
Agreement under the 2004 Equity Incentive Plan, the July 27, 2005 Non-Qualified
Stock Option Agreement under the 2004 Equity Incentive Plan, the March 13,
2005
Restricted Stock Agreement under the 2004 Equity Incentive Plan, the February
6,
2004 Time Vesting Option Agreement Evidencing a Grant of an Option under 2002
Employee Option Plan, the applicable plan documents, and applicable law,
consistent with the terms of this Agreement. Otherwise, any unvested
stock options granted to Xxxxxxx, as well as any unvested restricted stock
granted to him, subject to Section 4(d) below, shall terminate as of the
Resignation Date.
(b)
For purposes of illustrating and implementing Section 4(a) and none other,
set
forth as Exhibit
A hereto is a tabular summary of the vested options which Xxxxxxx shall
be entitled to exercise following the Resignation Date, subject to the
provisions of Section 4(a) of this Agreement.
(c)
Notwithstanding the foregoing, Xxxxxxx, WellCare and the Company agree that
(i)
Xxxxxxx must exercise the options referenced in Section 4(b) no later than
June
28, 2008 and (ii) any sales by Xxxxxxx of shares of WellCare common stock
acquired upon exercise of these options will be effected (A) only in compliance
with the federal securities laws, (B) in accordance with the provisions of
Rule
144 under the Securities Act of 1933, as amended and, (C) at such time as the
provisions of Rule 144 shall cease to apply to such sales, will be made only
if
WellCare is current in its periodic report filings with the Securities and
Exchange Commission. WellCare believes that WellCare's existing Form S-8
registration statements are and will remain effective through April 29, 2008,
notwithstanding WellCare's late filing of its Form 10-Q for the quarter ended
September 30, 2007 or any late filing of its Form 10-K for the year ended
December 31, 2007, and, therefore, WellCare agrees not to refuse to honor a
request made by Xxxxxxx on or before April 29, 2008 to exercise the options
on
the basis that the Form S-8 registration statements were no longer effective
as
a result of such late filings. In the event the options are exercised subsequent
to April 29, 2008, the parties to this Agreement hereby acknowledge that
WellCare may not have an effective registration statement covering the shares;
and, in such event WellCare shall in no event be obligated to issue shares
other
than in compliance with applicable securities law, and such options shall be
exercisable and the subject shares deliverable only upon WellCare’s receipt from
counsel to Xxxxxxx of an opinion of counsel, reasonably acceptable to WellCare
in form and substance, that for lawful issuance of such shares, such
registration is not required under the Securities Act of 1933 and applicable
state securities laws under the circumstances.
(d)
In that event Xxxxxxx provides notice to WellCare of his intent to sell or
otherwise lawfully dispose of any vested shares of restricted stock, including
but not limited to a sale of such restricted stock pursuant to Rule 144 of
the
Securities Act of 1933, WellCare hereby covenants and agrees that it will take
reasonable steps to promptly facilitate the sale of such restricted stock in
good faith and at WellCare’s expense. Such facilitation shall
include, but is not limited to, clearing any such sale with WellCare’s transfer
agent, providing all appropriate legal opinions, and otherwise enabling the
removal of any restrictive legends from the share certificates.
5.
General
Release.
(a)
In consideration for the payments and obligations undertaken by WellCare and
the
Company herein, Xxxxxxx, his agents, heirs, executors, administrators,
successors, and assigns do fully release and discharge WellCare, the Company
and
their respective parent, subsidiary and affiliate corporations, and related
companies, as well as all their respective predecessors, successors, assigns,
directors, officers, partners, agents, employees, former employees, executors,
attorneys, and administrators (hereinafter “Company, et al.”), from all
grievances, suits, causes of action, and/or claims of any nature
whatsoever,
whether known, unknown, or unforeseen, which he has or may have against Company,
et al., for any reason
whatsoever, whether in law or in equity, under Federal, state or other law,
whether the same be upon statutory, tort, contract or other basis, including,
but not limited to, all charges, complaints, and claims arising out of any
event, transaction, or matter that occurred before the date of this Agreement,
and specifically including without limitation any and all claims arising out
of
the Employment Agreement, the two March 13, 2007 Non-Qualified Stock Option
Agreements under the 2004 Equity Incentive Plan, the July 27, 2006 Non-Qualified
Stock Option Agreement under the 2004 Equity Incentive Plan, the July 27, 2005
Non-Qualified Stock Option Agreement under the 2004 Equity Incentive Plan,
the
August 3, 2007 Restricted Stock Agreement under the 2004 Equity Incentive Plan,
the March 13, 2007 Restricted Stock Agreement under the 2004 Equity Incentive
Plan, the March 13, 2006 Restricted Stock Agreement under the 2004 Equity
Incentive Plan, the March 13, 2005 Restricted Stock Agreement under the 2004
Equity Incentive Plan, the February 6, 2004 Time Vesting Option Agreement under
the 2002 Employee Option Plan, or any other agreement or amendment thereto
entered into by WellCare and/or the Company, and Xxxxxxx. Xxxxxxx
covenants that neither he, nor any person, organization, or other entity on
his
behalf, will xxx the Company, et al., or initiate any
type
of action, judicial, administrative, or otherwise against the Company, et al., with respect to
any
event, transaction, or matter that occurred before the date of this Agreement,
or with respect to any continuing effects of such events, transactions, or
matters. It is expressly agreed and understood that this release is a
GENERAL
RELEASE.
(b)
This release and discharge specifically includes, but is not limited to, all
claims for breach of contract, employment discrimination (including but not
limited to, discrimination on the basis of race, sex, religion, national origin,
age, marital status, disability or any other protected status), including but
not limited to claims under Title VII of the Civil Rights Act, as amended,
the
Americans with Disabilities Act, or any similar federal, state or local law,
including but not limited to the Florida Civil Rights Act, Chapter 760, Florida
Statutes, claims under the Employee Retirement Income Security Act of 1974,
or
claims arising out of any alleged restrictions on the right of Company, et al., to terminate
employees, and/or claims concerning job classification, recruitment, hiring,
sick pay, holiday pay, vacation pay, severance pay, wages or benefits due,
overtime pay, stock and stock options, promotions, transfers, employment status,
libel, slander, defamation, promissory estoppel, intentional or negligent
misrepresentation and/or infliction of emotional distress, together with any
and
all tort, contract, or other claims which might have been asserted by Xxxxxxx
or
on his behalf in any suit, grievance, charge of discrimination, or claim against
the Company, et
al. Xxxxxxx hereby expressly releases and forever discharges
the Company, et al.
from any and all claims, demands, and/or causes of action that may exist under
all written agreements between Xxxxxxx and the Company, et al. Xxxxxxx
hereby forever releases the Company, et al., from any liability
or obligation to reinstate or reemploy him in any capacity and waives any right
to be hired or placed in any position or to any future employment of any nature
with the Company, et
al.
(c)
Notwithstanding the foregoing or any other provision of this Agreement, Xxxxxxx
is not releasing: (1) any claims for unemployment insurance compensation or
workers compensation benefits or other rights that may not be released as a
matter of law; (2) any non-waivable right to file a charge with the United
States Equal Employment Opportunity Commission (“EEOC”); (3) any rights provided
under this
Agreement
or any equity agreements to the extent expressly provided for herein; (4)
Xxxxxxx’ Indemnification and Advancement Rights as set forth in Section 5(d) and
16(b) of this Agreement; or (5) any right to assert any defenses, including
affirmative defenses, against any allegations, investigations, grievances,
suits, causes of action, and/or claims of any nature whatsoever that have been,
or in the future may be, brought against Xxxxxxx arising out of any event,
transaction, or matter that occurred before the date of this
Agreement. Provided further, however, that if EEOC were to pursue any
claims on Xxxxxxx’ behalf against the Company, et al., Xxxxxxx waives
any
right to recover monetary damages as a result thereof.
(d)
The release set forth in the preceding Section 5(a)-(b) does not include or
in
any way limit Xxxxxxx’ rights to indemnification and advancement of legal
expenses, whether under Xxxxxxx’ Indemnification Agreement dated June 1,
2004, attached hereto as
Exhibit B (“Indemnification Agreement”), the Employment Agreement, WellCare’s
Amended and Restated Certificate of Incorporation (the “Certificate”), Amended
and Restated Bylaws, the articles or certificate of incorporation and by-laws
of
any of WellCare’s wholly-owned direct or indirect subsidiaries, including the
Company, Delaware law, Florida law, the law of the state of incorporation of
any
of WellCare’s wholly-owned direct or indirect subsidiaries, or any other law or
source (collectively, “Indemnification and Advancement Rights”).
(e)
Xxxxxxx represents that he has not filed or joined in any claims, charges or
complaints against the Company, et al., and that he is
aware
of no person entitled to make a claim or file a charge of any kind relating
to
or arising out of his employment with the Company, et al.
6.
Survival of
Obligations. Xxxxxxx understands and agrees that he shall
continue to be subject to any obligations under the Employment Agreement that
survive his resignation under Section 5(d) thereof, including but not limited
to
Sections 6 through 8 thereof. Xxxxxxx further understands and agrees
that the provisions of Section 9 of the Employment Agreement (relating to
remedies for a breach of Sections 6 through 8 of the Employment Agreement)
shall
survive his resignation. WellCare and the Company understand that
Section 13 of the Employment Agreement shall survive his
resignation.
7.
Participation in Employee Benefit Plans. In
accordance with Section 5(f) of the Employment Agreement, after the Resignation
Date, Xxxxxxx shall not be entitled to participate in or accrue benefits under
any plan of the Company or WellCare relating to stock options, stock purchases,
restricted stock, performance shares, pension, thrift, profit sharing, employee
stock ownership, group life insurance, medical coverage, disability insurance,
education, housing allowance, car allowance, or other retirement or employee
benefits, except as expressly provided in this Agreement and except that Xxxxxxx
may elect to continue his health insurance coverage pursuant to COBRA and,
subject to his insurability, the Company shall assign to Xxxxxxx the Executive
Policies (as that term is defined in the Employment Agreement), and as set
forth
in Section 3(b) above.
8.
Return of Company
Property and Proprietary Information. Xxxxxxx represents that
to the best of his knowledge he has returned to the Company all documents and
other property of the Company and WellCare, including but not limited to all
files, diskettes and other electronic or storage media, that contain the
Company’s or WellCare’s confidential and/or proprietary information, except that
the parties agree that Xxxxxxx may retain his Company-issued computer equipment
and blackberry. WellCare and the Company understand that Xxxxxxx has
duplicate copies of documents from WellCare and the Company for purposes of
defending claims that have been or may be filed against Xxxxxxx.
9.
Non-Disparagement/Joint
Statements.
(a)
Xxxxxxx expressly agrees that he will not make any knowingly false comments
about the Company, WellCare, or any of its or their affiliates, about its or
their business affairs or financial condition, or about its or their employees,
directors or officers.
(b)
The Company will provide Xxxxxxx an advance copy of the portion of its public
announcement relating to Xxxxxxx’ resignation. Xxxxxxx shall be
provided an opportunity to comment on such language but the final determination
concerning such language shall be made by the Company.
10.
Non-Disclosure
(a)
Except as provided by Section 11 below, or as required by applicable law,
neither Xxxxxxx nor WellCare and/or the Company shall disseminate or disclose
to
any person or entity (other than their attorneys and accountants all of whom
in
turn shall be subject to this restriction) the terms of this Agreement or the
discussions leading to this Agreement; provided, however, that neither WellCare
nor the Company or their agents shall be prohibited from disclosing such
information for purposes of financing transactions or other good faith business
purposes. The parties hereby acknowledge that this Agreement will be filed
with
the Securities and Exchange Commission.
(b)
Except as provided in Section 11 below, Xxxxxxx further agrees that he will
not provide any form of assistance, support, or information, including but
not
limited to documents, testimony, or written or oral statements, to any person
that is asserting, investigating or intending to assert any claims against
the
Company or WellCare.
(c)
Neither Xxxxxxx nor WellCare and/or the Company shall be prohibited by any
provision hereof from talking with or assisting federal or state law enforcement
or regulatory agencies, or complying with applicable state or federal laws
or
regulations.
11.
Cooperation with
Government Investigations and Responses to Subpoenas. No
provision of this Agreement, including Sections 9 and 10 hereof, shall in
any way limit Xxxxxxx’ ability to communicate or cooperate (consistent with
WellCare’s and/or the Company’s rights to preserve its legal privilege) with any
federal, state or local government investigative agency or department or in
connection with any federal, state or local government investigation or be
construed as prohibiting the provision of non-privileged information, documents
(including but not limited to this Agreement) and/or testimony by Xxxxxxx or
the
Company in response to a subpoena issued by a court of competent jurisdiction,
or as may otherwise be required by law or which Xxxxxxx or the Company may
be
requested to provide to any federal, state, or local governmental investigative
agency or department or in connection with any federal, state, or local
investigation. However, in the
event
of
receipt of any non-governmental subpoena Xxxxxxx agrees to notify the Company
and WellCare promptly before complying with such a subpoena so that they may
protect their interests, including moving to quash the subpoena, as long as
provision of such notice does not violate any applicable law, rule, or court
order. If the Company and/or WellCare seek to prevent disclosure in
accordance with the applicable legal procedures, and provide Xxxxxxx with notice
before the deadline for Xxxxxxx’ compliance with the subpoena, Xxxxxxx shall not
make any such disclosures until either such objections are withdrawn or the
objections are finally adjudicated by the appropriate tribunal to be
invalid.
12.
No Other
Consideration. Xxxxxxx affirms that the terms stated herein
are the only consideration for signing this Agreement and that no other
representations, promises, or agreements of any kind have been made by any
person or entity to cause him to sign this Agreement.
13.
Cooperation and
Legal
Proceedings. Xxxxxxx agrees to reasonably cooperate with the
Company and WellCare in connection with ongoing WellCare matters, including
civil litigation in which the government is not a party, it being expressly
understood and agreed that nothing in this Section or this Agreement (or any
other agreements with the Company or WellCare) shall require Xxxxxxx to take
any
action (including without limitation consenting to an interview in any
investigation or litigation) that Xxxxxxx reasonably and in good faith believes
would compromise his rights or privileges under the United States Constitution
or any state constitution. The Company shall reimburse Xxxxxxx for
reasonable expenses, if any, he incurs while complying with this
obligation.
14.
No
Admission. It is understood and agreed by all parties that
this Agreement and the terms of this Agreement do not constitute an admission
of
liability or wrongdoing on the part of the Company or WellCare or Xxxxxxx and
that by entering into this Agreement and agreeing to the terms of this Agreement
neither the Company nor WellCare nor Xxxxxxx admits that there has been any
wrongdoing whatsoever against any person or entity. It is understood
and agreed by all parties that this Agreement is purely an offer of
compromise.
15.
Modification. This
Agreement may not be released, discharged, abandoned, supplemented, changed,
or
modified in any manner, orally or otherwise, except by an instrument in writing
signed and duly executed by each of the parties hereto.
16.
Entire
Agreement/Indemnification.
(a)
This Agreement contains and constitutes the entire understanding and agreement
between the parties on its subject matter, and, except as otherwise provided
herein, it supersedes and cancels all previous negotiations, agreements,
commitments, and writings in connection herewith, including but not limited
to
the Employment Agreement; provided, however, that nothing herein shall
supersede, cancel, terminate, or otherwise apply to the Indemnification
Agreement and those paragraphs of the Employment Agreement set forth in Section
6 of this Agreement. If a conflict or inconsistency is found between the terms
of this Agreement and any other agreement, the terms of this Agreement shall
prevail.
(b)
WellCare and the Company hereby reaffirm their obligations to Xxxxxxx under
the
Indemnification Agreement and acknowledge their obligation to comply fully
with
the Indemnification Agreement and all Indemnification and Advancement Rights.
Xxxxxxx represents to the Company and WellCare and the Company and WellCare
hereby acknowledge to Xxxxxxx that, so far as known to WellCare’s Board, Xxxxxxx
has complied fully with his obligations under the Indemnification
Agreement.
17.
Waiver. Failure
to insist upon strict compliance with any term, covenant, or condition of this
Agreement shall not be deemed a waiver of such term, covenant, or condition,
nor
shall any waiver or relinquishment of any right or power under this Agreement
at
any time or times be deemed a waiver or relinquishment of such right or power
at
any other time or times.
18.
Enforcement. Xxxxxxx
agrees that his obligations in this Agreement are reasonable and necessary
to
protect the business of the Company and WellCare and that any violation of
his
obligations in this Agreement would cause the Company and WellCare substantial
irreparable injury. Accordingly, Xxxxxxx agrees that a remedy at law
for any breach of the obligations in this Agreement would be inadequate and
that
the Company and/or WellCare, in addition to any other remedies available, shall
be entitled to obtain temporary, preliminary and/or permanent injunctive relief
to secure specific performance of such obligations and to prevent a breach
or
threatened breach of this Agreement without the necessity of proving actual
damage and without the necessity of posting bond or security, which he expressly
waives. Xxxxxxx agrees to provide the Company and/or WellCare a full
accounting of all proceeds and profits received by him as a result of or in
connection with a breach of this Agreement. Unless prohibited by law,
the Company and/or WellCare shall have the right to retain any amounts otherwise
payable by the Company and/or WellCare to him to satisfy any of his obligations
as a result of any breach of this Agreement. The Company and/or
WellCare shall also have the right to immediately terminate payments, if any,
due to Xxxxxxx under this Agreement in the event of a breach of any of his
obligations arising out of this Agreement. Xxxxxxx further agrees to
indemnify and hold harmless the Company and WellCare from and against any
damages incurred by either or both as assessed by a court of competent
jurisdiction as a result of any breach of this Agreement by him.
19.
Severability. Invalidity
or unenforceability of any provision of this Agreement shall in no way affect
the validity of enforceability of any other provision.
20.
Assignability. WellCare
and/or the Company may, without the consent of Xxxxxxx, assign its rights and
obligations under this Agreement to any successor entity, provided, however,
that in the event of Xxxxxxx’ death, his rights under this Agreement shall inure
to the benefit of his estate. Notwithstanding anything in this
Section or this Agreement, the obligations of WellCare and/or the Company with
respect to Indemnification and Advancement Rights shall be binding on any
successors or assigns of WellCare or the Company.
21.
Choice of Law and
Forum Selection. The terms of this Agreement shall be governed
by the laws of the State of Florida. Xxxxxxx, WellCare and the
Company agree and submit to the exclusive jurisdiction of any state or federal
court in Tampa, Florida where there is proper venue, in any action or proceeding
arising out of or relating to this Agreement or the transactions contemplated
herein, and agrees that all claims in respect of any such action or proceeding
may be heard or determined in such Court except for all claims or proceedings
in
which a court of another jurisdiction is vested with exclusive jurisdiction
by
law.
22.
Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed to be an original, but all of which together will constitute one and
the
same Agreement.
23.
Acknowledgements. Xxxxxxx
hereby acknowledges that he has carefully read and fully understands the
provisions of this Agreement, including the General Release, that he has had
the
opportunity to fully discuss it with counsel, and that he knows the contents
of
the Agreement. Xxxxxxx further acknowledges that he is signing this
Agreement voluntarily and without coercion.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
set
forth below.
|
|
WELLCARE HEALTH PLANS, INC. |
|
|
By: /s/ Xxxx Xxxxxxxxxx |
| Name: Xxxx Xxxxxxxxxx | |
| Title: Chairman, Compensation Committee | |
| Date: 1/25/08 | |
| COMPREHENSIVE HEALTH MANAGEMENT, INC. | |
| By: /s/ Xxxx Xxxxxxxxxx | |
| Name: Xxxx Xxxxxxxxxx | |
| Title: Duly Authorized | |
| Date: 1/25/08 |
.
|
|
XXXX XXXXXXX |
|
|
/s/ Xxxx Xxxxxxx |
| Date: 1/25/08 |
Exhibit
A to
Xxxx
Xxxxxxx Separation Agreement and General Release of All Claims
Between
January 22, 2008 and March 31, 2008, Xxxxxxx will become vested in the following
additional options and restricted shares:
|
Agreement
|
Number
of Options or Restricted Shares Vesting Between 1/22/08 and
3/31/08
|
Exercise
Price
|
||||||
|
March
13, 2007 Stock Option Agreement (total of 16,352 shares)
|
4,088 | $ | 85.53 | |||||
|
March
13, 2007 Restricted Stock Agreement
|
1,461 | N/A | ||||||
|
March
13, 2006 Restricted Stock Agreement
|
1,917 | N/A | ||||||
|
March
13, 2005 Restricted Stock Agreement
|
600 | N/A | ||||||
|
February
6, 2004 Stock Option Agreement
|
339 | $ | 8.33 | |||||
As
of
March 31, 2008, Xxxxxxx’ cumulative vested options will be as
follows:
|
Agreement
|
Number
of Vested Options
|
Exercise
Price
|
||||||
|
March
13, 2007 Stock Option Agreement (total of 16,352 shares)
|
4,088 | $ | 85.53 | |||||
|
Xxxxx
00, 0000 Xxxxx Option Agreement (total of 13,004 shares)
|
13,004 | $ | 85.53 | |||||
|
July
27, 2006 Stock Option Agreement
|
7,250 | $ | 50.16 | |||||
|
July
27, 2005 Stock Option Agreement
|
3,240 | $ | 36.45 | |||||
|
February
6, 2004 Stock Option Agreement
|
8,131 | $ | 8.33 | |||||
