February 3, 1998
Xxxx X. Xxxxxx, Esquire
Executive Vice President and Director of Legal Services
Doctors Health, Inc.
000 Xxxxx Xxxxx
Xxxxxxx Xxxx, XX 00000
Re: Resignation; Engagement of Services
Dear Xx. Xxxxxx:
The following are the agreements that Doctors Health, Inc. (the "Company")
and you have reached with respect to your resignation from the Company, as
approved by Xxxxxxx Xxxx and the Executive Committee of the Board of Directors.
The effective date of your resignation with the Company will be April 1,
1998. The Company will on the effective date make a cash severance payment to
you of $166,800, less any applicable withholding taxes The Company will at your
instruction make a portion of such payment directly to the working capital
account of KAJ HealthCare Consultants Limited, the entity you have established
for the purposes of providing consulting and related legal services following
your resignation. You will on the effective date return all materials, data and
equipment of the Company that are in your possession, other than your Toshiba
laptop computer and case, which the Company will at your request sell to you for
$500.00. You recognize the payments stated in this paragraph do not reflect
monies to which you are otherwise entitled.
Between the date of this letter and the effective date of your
resignation, you will continue in the employment of the Company and be entitled
to your current salary and benefits. You will during such period cooperate in
good faith with the Company in the orderly transition of matters on which you
are working to the Chief Executive Officer, the Vice President of Business
Development, and the Vice President of Administration, as agreed with those
individuals. You will otherwise remain free to establish your
consulting business and pursue employment and/or other opportunities outside of
the Company. You will be entitled to continue using your office and Company
support personnel and facilities in support of Company matters until February
22, 1998, after which time you will work out of your home or such other place as
you may designate and make known to the Company. After the effective date of
termination, your entitlement to Company sponsored benefits will cease.
The severance payment is being made by the Company in complete settlement
of any claims that you may have against the Company including, but not limited
to any claim for damages, unused vacation, bonuses, benefits or further monetary
compensation arising out of your performance of duties for the Company prior to
the effective date of termination. The payment will be made in return for your
agreement to be bound by certain terms of the non-competition provisions
contained in Section 5.3 of your Employment Agreement for the 12 months
following the effective date, your resignation from the Board of Directors of
the Company and its affiliates as of the effective date, and your agreement to
terminate your Employment Agreement with the Company as of April 1, 1998, rather
than April 1, 2000.
You agree that you will, and hereby do, forever and irrevocably release
and discharge the Company, its officers, directors, employees, agents, parents,
affiliates, predecessors, successors, purchasers, assigns and representatives,
of any and all grievances, claims, demands, debts, defenses, actions or causes
of action, obligations, damages and liabilities whatsoever which you now have,
have had, or may have, whether the same be at law, in equity, or mixed, in any
way arising from or relating to any act, occurrence, contract or transaction
before the date of this letter. This is a General Release. You expressly
acknowledge that this General Release includes, but is not limited to, your
intent to release the Company from any claim you may have of age, race, sex,
religion, national origin or any other claim of employment discrimination under
the Age Discrimination in Employment Act (29 U.S.C. Section 621, et. seq.),
Title VII of the Civil Rights Acts of 1964 (42 U.S.C. Section 2000e, et seq.),
the Employee Retirement Income Security Act (29 U.S.C. Section 1001 et seq.),
Article 49B of the Maryland Annotated Code, and any other law prohibiting
employment discrimination.
As part of your severance, the Company will remove the remaining
restrictions on the exercise of all or any part of the options to purchase up to
100,160 shares of common stock granted to you on August 10, 1995 (72,160) and
October 18, 1995 (28,000), as well as any vesting or similar restrictions or
conditions on the underlying shares. You will forfeit all rights to the 60,000
options granted to you on March 27, 1997. You will execute the Company's
Shareholders Agreement upon exercise of any shares.
The Company requires certain legal and consulting services from you
following your resignation, and you have agreed with the Company that during the
24 month period following the effective date of your resignation, you will make
yourself available to provide up to 35 hours of such services to the Company and
its affiliates each month, for which you (or KAJ HealthCare Consultants Limited
or any other consulting entity or law firm you are associated with) will be
paid, monthly beginning on April 1,
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1998 and on the first day of each month thereafter, a fee of $6,250/month,
regardless of the level of services requested by the Company. Any work performed
beyond 35 hours per month will be by mutual consent, and will be provided by you
to the Company at $175/hour, or such other mutually agreed upon rate. You agree
to provide the Company at the end of each month an accounting of your time that
makes up, at a minimum, the work requested by the Company and performed by you
during that month. The Company reserves the right to terminate this consulting
arrangement at any time for good cause, if the Company in good faith determines
that the manner or quality of work performed, or level of professional services
delivered, by you are not acceptable to the Company.
We each agree to cooperate in good faith in selecting work upon which you
will work, and in scheduling meeting times and related deadlines for any work
requested of you in a manner that takes into account any ethical conflicts you
may have, as well as your vacation schedules and obligations to your future
partners, employer(s) and/or clients.(1)
You will be reimbursed monthly for all reasonable travel time and expenses
related to services performed for the Company, provided that they are approved
of in advance by the Company. Travel time to and from meetings with or for the
Company will be included in calculating the hours worked in any month.
So long as you remain responsible for, and oversee, any work product, the
Company consents to the delegation of some of your work to one or more
"associates", "partners" or other assistants within KAJ HealthCare Consultants
Limited or any other firm or entity you organize or are associated with, and
will make payment directly to any such firm or entity, as instructed by you from
time to time.
You or your company will be responsible for the payment of your own taxes
on all such payments, will provide for your own malpractice and similar
insurance, and will for all purposes be independent contractors, and not an
agents or employees of, the Company.
You agree that you will in the future refuse to accept new commitments
from clients, and/or limit your work time with new employers, to the extent you
believe reasonably necessary to permit you sufficient time to service the
Company's need to have you available for up to 35 hours each month. In return
for your commitments, the Company will, unless it has terminated the
relationship for good cause, make payments to you promptly when due, without any
set off or reductions.
__________
(1) In this regard, the Company understands that, due to your possible future
employment and/or professional engagements, and the related business and legal
conflicts that you, your partners or your company may have, you may from time to
time need to decline representation of the Company on certain matters due to
potential conflicts of interest involving you or your partners, or appearances
of impropriety, or other ethical considerations imposed by the Maryland Bar
Association and the Code of Professional Responsibility. Any good faith
declination of work will not effect the Company's obligation to pay you the flat
monthly fee, so long as you have made yourself available to perform substitute
work for the Company during such month.
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If the foregoing is acceptable to you, please sign each copy of this
letter in the space provided below and return one copy to the Company. The
Company looks forward to continuing our work together over the next few years.
Very truly yours,
DOCTORS HEALTH, INC.
By:
___________________________________
Xxxxx Xxxx
Title: Vice President
I HEREBY ACCEPT THE FOREGOING AND TENDER MY RESIGNATION FROM DOCTORS HEALTH,
INC. IN ACCORDANCE WITH THE FOREGOING TERMS AND CONDITIONS, EACH OF WHICH IS
MATERIAL AND INCORPORATED BY REFERENCE:
________________________
XXXX X. XXXXXX
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August 21, 1998
Xxxx X. Xxxxxx, Esquire
000 Xxxxx Xxxxx
Xxxxxxx Xxxx, XX 00000
Dear Xxxx:
The purpose of this letter is to modify some of the terms contained in
Paragraph 5.3(f) of your Employment Agreement dated April 1, 1995 with Doctors
Health System, Inc. In addition, this letter will modify certain of the terms
contained in your February 3, 1998 Resignation and Engagement of Services Letter
Agreement by terminating AB INITIO your obligations to render any consulting or
other services and Doctors Health's obligation to pay for same.
In connection with paragraph 5.3(f) of your Employment Agreement, we would
agree to add the following provision:
Notwithstanding the provisions of Paragraph 5.3(f) contained in the
Employment Agreement dated April 1, 1995 between Doctors Health
System, Inc. and Xxxx Xxxxxx, Doctors Health hereby agrees to permit
Xxxx Xxxxxx to render bona fide legal or consulting services to any
referenced person or business, except any investor, stockholder or
affiliate of Doctors Health.
In consideration for the modification in the provisions of Paragraph
5.3(f) above, all obligations by you to render, or Doctors Health to pay for,
any consulting or other services under the February 3, 1998 Resignation and
Engagement of Services Letter Agreement shall be considered null and void AB
INITIO.
Xxxx Xxxxxx, Esquire
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August 21, 1998
Page 2
Further, you shall agree, on behalf of yourself, your heirs, successors,
agents, executors, attorneys and assigns, to release, and you hereby release and
forever discharge, Doctors Health and all of its current or former affiliated
entities, representatives, agents, attorneys, successors and assigns ("Doctors
Health"), and Doctors Health mutually agrees to release and forever discharge
you, to the fullest extent provided by law, from any and all claims and causes
of action (whether known or unknown) which each may have against the other in
law or in equity, under federal, state or other local law relating to any
alleged non-payment or other non-performance or alleged failure to perform any
portion of the February 3, 1998 Resignation and Engagement of Services Letter
Agreement which relates to the provision of consulting or other services by you
and the payment by Doctors Health for the same.
Finally, we will not agree to regard February 3, 1998 as the date you left
Doctors Health. You, in fact, did not leave until April 2, 1998. We further will
not agree to reimburse you for any "expenses" requested in your June 26, 1998
letter.
I am enclosing two original copies of this letter. Please indicate your
full and complete acceptance of the terms contained in this letter by affixing
your signature below on both letters and returning one original copy to me. The
agreements contained in this letter shall become effective upon the inclusion of
your signature and a receipt of one original copy by me.
Sincerely,
Xxxxx X. Xxxx
Xx. Vice President
Administration and Legal Affairs
Accepted and Agreed to:
________________________
Xxxx X. Xxxxxx
Dated:__________________
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AMENDMENT TO DOCTORS HEALTH, INC.
STOCK OPTION AGREEMENT
This Amendment to Stock Option Agreement is entered into this ___
day of _________, 1998 by and between Doctors Health, Inc., a Delaware
corporation ("Doctors Health") and Xxxx X. Xxxxxx ("Grantee").
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the parties agree as follows:
1. The Stock Option Agreement between Doctors Health and the Grantee
dated August 10, 1995 is amended in accordance with this Amendment.
2. Section 4.1 is amended by deleting it in its entirety and
inserting in lieu thereof the following:
"Section 4.1 Termination of Employment For Reason Other Than
Death, Disability Retirement or Wrongful Termination. Unless the Option has
earlier terminated pursuant to the provisions of the Agreement, in the event
that Grantee ceases to be an employee of DHS or an Affiliate for any reason
other than Death, Disability, Retirement or Wrongful Termination, the Option
shall continue in full force and effect and may be exercised in whole or in part
at any time on or after the date Grantee ceases to be an employee, but not later
than the end of the stated term of the Option or as otherwise provided by the
provisions of Sections 4.2 and 4.3 of the Agreement."
3. Section 5.1 is amended by deleting Sections 5.1(a) and 5.1(b) in
their entirety and inserting in lieu thereof the following:
"Section 5.1 Issuance of Shares. All shares of Common Stock
issued upon exercise of the Option in whole or in part shall be unrestricted
shares that are nonforfeitable and fully vested in Grantee, subject, however, to
the terms of any applicable Stockholders Agreement to which Grantee is a party."
4. The parties hereto agree that this Amendment shall have the
effect of causing the Option to cease to qualify as an "incentive stock option"
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended, and the Option shall be treated as a nonqualified stock option for all
purposes hereafter.
IN WITNESS WHEREOF, the parties have executed this Amendment as of
the date and year first written above.
DOCTORS HEALTH, INC.
By:
___________________________________
Xxxxxxx X. Xxxx, President
GRANTEE
______________________________________
Xxxx X. Xxxxxx
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AGREEMENT TO TERMINATE
STOCK OPTION AGREEMENT
This Agreement is entered into this ___ day of _________, 1998 by
and between Doctors Health, Inc., a Delaware corporation ("Doctors Health") and
Xxxx X. Xxxxxx ("Grantee").
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the parties agree that the Stock Option Agreement
entered into between Doctors Health and Grantee to be effective as of November
7, 1996 is hereby terminated and of no further force and effect whatsoever.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date and year first above written.
DOCTORS HEALTH, INC.
By:
___________________________________
Xxxxxxx X. Xxxx, President
GRANTEE
______________________________________
Xxxx X. Xxxxxx
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