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SEVERANCE AGREEMENT FOR ANDREW FELDER
The parties to this Severance Agreement ("Severance Agreement") are Andrew
Felder ("Felder") and HealthAxis.com, Inc. ("HealthAxis"). In the event the
merger (the "Merger") of HealthAxis into and with a wholly owned subsidiary of
HealthAxis Inc. ("HAXS") is not consummated, then HealthAxis shall be solely
responsible for all severance payments and obligations hereunder. Upon
consummation of the Merger, both HealthAxis and HAXS shall be jointly and
severally responsible for all payments and obligations hereunder.
I. STATUS. Effective February 1, 2001, Felder shall resign as Executive
Vice President-Strategy and Corporate Development of HealthAxis
("Separation Date").
II. SALARY. Felder shall continue to be paid at his current annual salary
rate of $140,000 up to and including the Separation Date.
III. SEPARATION COMPENSATION. Effective on the first day following the
Separation Date, Felder shall receive six (6) months of pay ($70,000),
payable in equal semi-monthly installments consistent with HealthAxis
pay periods or at HealthAxis' option a lump sum payment of $70,000
(both such payment methods subject to federal, state and local taxes as
applicable).
IV. MEDICAL EXPENSES. Felder shall receive continuation of medical
insurance benefits at the current contribution rate or "opt-out" rate,
as applicable for six (6) months following the Separation Date.
V. EQUIPMENT. Felder may keep for his own use his laptop computer,
associated peripherals, desktop printer, and cell phone, however,
Felder must assume all payments for cell phone use after the Separation
Date.
VI. BUSINESS RELATED EXPENSES. Felder shall be reimbursed for all
reasonable and necessary HealthAxis business-related expenses incurred
by Felder up to and including the Separation Date.
VII. Options. All stock options previously granted to Felder shall be fully
vested and the post-termination exercise period shall be amended in
each option to allow for a three-year post termination exercise period
(effective from the Separation Date) and for the expiration date on
each option to be extended if necessary to coincide with the
post-termination exercise period. All shares underlying the options
shall be registered in the Form S-8 filing which is expected to be
filed within one (1) month of the Merger close. If during the three
year post termination exercise period Felder is unable to sell his
shares acquired upon exercise of his options because the S-8 is not
effective, Felder shall be entitled to piggyback registration rights
each time HAXS files a registration statement.
VIII. MUTUAL RELEASE OF LIABILITY. Felder and HealthAxis agree to and shall
execute the attached mutual release of liability releasing one another
from any and all past, present and future liabilities (except
enforcement of rights under the Separation
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Agreement or Felder's stock option agreements) arising in connection
with Felder's employment at HealthAxis.
IX. ENTIRE AGREEMENT. The terms contained herein and on the attached Mutual
Release of Liability represent the full and final terms of separation
between Felder and HealthAxis and supersede any and all other
agreements, except agreements or amendments to previously granted stock
options to Felder as regards the employment of Felder.
X. ARBITRATION. The parties herein agree to settle any unresolved disputes
arising from either the Severance Agreement or the Mutual Release of
Liability through binding arbitration under the rules of the American
Arbitration Association at a location to be determined by HealthAxis.
XI. GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the Commonwealth of
Pennsylvania without giving effect to the principles of conflicts of
law thereof.
Accepted, Agreed to and Effective this 29th day of December, 2000.
/s/ Andrew Felder
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ANDREW FELDER
1920 1/2 FILBERT STREET
SAN FRANCISCO, CA 94123
HEALTHAXIS.COM, INC.
By: /S/ MICHAEL ASHKER
---------------------------
MICHAEL ASHKER
PRESIDENT & CEO
Accepted and Agreed to, this 29th day of December, 2000, with all obligations
contemplated herein contingent upon consummation of the Merger.
HealthAxis Inc.
By: /s/ Michael Ashker
-----------------------
Michael Ashker
President & CEO
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MUTUAL RELEASE OF LIABILITY
WHEREAS, since Andrew Felder's ("EMPLOYEE" or "EMPLOYEE'S") initial employment
with HealthAxis.com, Inc. ("HealthAxis") EMPLOYEE has advised and/or has been
duly authorized to make decisions and act on behalf of HealthAxis on a variety
of business matters affecting HealthAxis and HealthAxis Inc. ("HAXS") including
but not limited to the Reorganization and Plan of Merger between HealthAxis and
HAXS; and
WHEREAS, the Board of Directors of both Companies agree that EMPLOYEE'S efforts
were performed with good faith, to the best of EMPLOYEE'S abilities, and in the
best interests of the directors, officers, employees, and shareholders of both
companies; and
WHEREAS, as a condition of the Severance Agreement, the parties herein now wish
to enter into this Mutual Release of Liability.
NOW THEREFORE, in consideration of the mutual covenants and conditions set forth
herein, and
I. FOR AND IN CONSIDERATION of the payment of Seventy Thousand Dollars
($70,000.00), and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, this MUTUAL RELEASE OF
LIABILITY ("RELEASE") made by and between HEALTHAXIS.COM, INC., AND ALL
OF ITS PARENT, AFFILIATES AND SUBSIDIARIES (collectively referred to as
"COMPANY"), and EMPLOYEE, EMPLOYEE on behalf of himself, and his
respective heirs, executors, administrators, affiliates, successors and
assigns, hereby releases, acquits, and forever discharges COMPANY and
its former and present agents, directors, officers, stockholders,
employees, servants, affiliates, owners, subsidiaries, divisions,
successors, predecessors and assigns (all such entities and individuals
hereinafter collectively referred to as the "COMPANY RELEASED
PARTIES"), of and from any and all claims, actions, causes of action,
demands, rights, damages, debts, compensation, costs, or other
expenses, including without limitation attorneys' fees, of any nature
whatsoever, whether known or unknown, which EMPLOYEE ever had, now has,
or which he, his heirs, executors, administrators, successors and
assigns hereafter can, shall or may have against the COMPANY RELEASED
PARTIES arising out of any matter, cause, acts, conduct, claims or
events from the beginning of the world to the date hereof, with the
exception of EMPLOYEE'S right to enforce all of the terms of the
Separation Agreement between EMPLOYEE and COMPANY including but not
limited to the delivery, vesting, registration and exercise of
EMPLOYEE'S stock options and/or warrants, including but not limited to,
each and every claim, demand or cause of action which EMPLOYEE, ever
had or now has arising out of EMPLOYEE'S association with COMPANY or
the COMPANY RELEASED PARTIES, as an employee, officer, independent
contractor or consultant, or the cessation thereof, under any federal,
state, or local statute, rule, regulation or principle of common law,
including, but not limited to, any claims under Title VII of the Civil
Rights Act of 1964, as amended, 42 U.S.C.ss.ss.2000e et seq.; the Age
Discrimination in
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Employment Act, as amended, 29 U.S.C.ss.ss.621 et seq.; the
Americans with Disabilities Act, 42 U.S.C.ss.ss.12101 et seq.; the
Employee Retirement Income Security Act of 1974, as amended,
29 U.S.C.ss.ss.1001 et seq.; or under any other federal state or local
statute, rule or regulation or principle of employment or
contract law.
II. FURTHER, in consideration of EMPLOYEE'S continued service to COMPANY
between this date and the Separation Date as defined below, COMPANY on
behalf of itself, its affiliates, successors and assigns, hereby
releases, acquits, and forever discharges EMPLOYEE and his heirs,
executors, administrators, successors and assigns (all such entities
and individuals hereinafter collectively referred to as the "EMPLOYEE
RELEASED PARTIES"), of and from any and all claims, actions, causes of
action, demands, rights, damages, debts, compensation, costs, or other
expenses, including without limitation attorneys' fees, of any nature
whatsoever, whether known or unknown, which COMPANY ever had, now has,
or which it, its administrators, successors and assigns hereafter can,
shall or may have against the EMPLOYEE RELEASED PARTIES arising out of
any matter, cause, acts, conduct, claims, conflicts of interest or
events from the beginning of the world to the date hereof, including
but not limited to, each and every claim, demand or cause of action
which COMPANY ever had or now has arising out of EMPLOYEE'S association
with COMPANY or the EMPLOYEE RELEASED PARTIES, as an employee, officer,
agent, apparent agent, advisor, independent contractor or consultant,
or the cessation thereof, under any federal, state, or local statute,
rule, regulation or principle of common law
III. EMPLOYEE understands and agrees that this release is the compromise of
all past, present and future doubtful and disputed claims and does not
constitute an admission of liability by the EMPLOYEE RELEASED PARTIES
under any federal, state or local statute, regulation or principle of
common law, any such liability being expressly denied.
IV. EMPLOYEE has twenty-one (21) days from this day to execute this
RELEASE. Upon execution and delivery to the COMPANY, EMPLOYEE shall
have seven (7) days in which to revoke this RELEASE. The terms of the
EMPLOYEE'S Severance Agreement are contingent upon EMPLOYEE executing
and not revoking this RELEASE. In the event of revocation, the COMPANY
RELEASED PARTIES may revoke all future consideration to EMPLOYEE.
V. EMPLOYEE declares and represents that he has read and fully understands
the terms of this release, has had advice and assistance of counsel
with respect thereto, and knowingly and of his own free will, without
any duress, being fully informed and after due diligence, voluntarily
accepts the terms of this release and signs the same as his own free
act for the purpose of making full compromise and settlement of all
claims.
VI. COMPANY understands and agrees that this release is the compromise of
all past, present and future doubtful and disputed claims and does not
constitute an admission of liability by the COMPANY RELEASED PARTIES
under any
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federal, state or local statute, regulation or principle of common
law, any such liability being expressly denied.
VII. COMPANY declares and represents that it has read and fully understands
the terms of this release, has had advice and assistance of counsel
with respect thereto, and knowingly and of its own free will, without
any duress, being fully informed and after due diligence, voluntarily
accepts the terms of this release and signs the same as its own free
act for the purpose of making full compromise and settlement of all
claims.
VIII. ARBITRATION. The parties herein agree to settle any unresolved disputes
arising from either the Severance Agreement or the Mutual Release of
Liability through binding arbitration under the rules of the American
Arbitration Association at a location to be determined by HealthAxis.
IX. GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the Commonwealth of
Pennsylvania without giving effect to the principles of conflicts of
law thereof.
X. This RELEASE is offered and delivered to EMPLOYEE and COMPANY as of
December 27, 2000 and shall be effective only upon the Separation Date
as specified in the Severance Agreement between the parties attached
hereto. The Separation Date is February 1, 2001.
IN WITNESS WHEREOF, the duly authorized parties have entered into this Mutual
Release of Liability on this 29th day of December, 2000.
/s/ Andrew Felder
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ANDREW FELDER
1920 1/2 FILBERT STREET
SAN FRANCISCO, CA 94123
HEALTHAXIS.COM, INC.
By: /s/ MICHAEL ASHKER
---------------------------
MICHAEL ASHKER
PRESIDENT & CEO
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