OXFORD HEALTH PLANS, INC.
STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of the 25th day of April, 2000 (the
"Effective Date"), by and between Oxford Health Plans, Inc., a Delaware
corporation (the "Corporation"), and Jay Levin (the "Employee").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Corporation and the Employee have entered into an
employment agreement dated as of the date hereof (the "Employment Agreement")
pursuant to which the Employee will serve as the Executive Vice President,
E-Commerce and Strategy; and
WHEREAS, the Board of Directors of the Corporation (the
"Board") has determined that it is in the best interests of the Corporation to
enter into this Agreement.
NOW, THEREFORE, in consideration of the covenants and
agreements herein contained, the parties hereto hereby agree as follows:
1. GRANT OF OPTION. The Corporation hereby grants to the Employee the
right and option (an "Option") to purchase, subject to the vesting provisions of
Section 3, all or any part of an aggregate of 300,000 shares (the "Option
Shares") of the Corporation's common stock, par value $.01 per share ("Common
Stock"), equal to a closing price of Oxford Common Stock on April 25, 2000 (the
"Option Price"). Although the Option is not granted under the Oxford Health
Plans, Inc. 1991 Stock Option Plan, a copy of which is attached hereto, (the
"Plan") and although the Option Shares will be separately registered with the
Securities and Exchange Commission pursuant to Section 10 below and the
provisions of the Employment Agreement, the Option shall be governed by the
provisions of the Plan (as though it had been granted under the Plan) except as
otherwise expressly provided for herein. Without intending to limit the
foregoing, the parties hereto agree that the number and type of shares subject
to the Option or for which the Option may be exercised as of any date and the
Option Price shall be subject to adjustment in accordance with Section IV of the
Plan.
2. TERM OF OPTION. Subject to earlier termination as provided in
Section 4, the Option shall expire and cease to be exercisable on April 25,
2007, (the "Termination Date").
3. VESTING AND EXERCISABILITY.
(a) Regular Vesting Schedule. Except as otherwise provided herein,
the Option Shares shall vest and become exercisable ratably on
a quarterly basis over the twenty-four month period following
the Effective Date ending on April 25, 2002, provided that the
Employee is employed by the Corporation on the applicable
vesting date, as follows:
Number of Shares Vesting Date
---------------- ------------
37,500 7/25/00
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37,500 10/25/00
37,500 1/25/01
37,500 4/25/01
37,500 7/25/01
37,500 10/25/01
37,500 1/25/02
37,500 4/25/02
Any partial exercise of the Option is limited to the purchase of whole shares of
Common Stock.
(b) Acceleration of Vesting. In event of a Change in Control (as
defined in the Plan) and as otherwise provided in the Employment Agreement, the
Options shall become fully vested and exercisable not later than immediately
prior to the occurrence of such Change in Control or as otherwise provided in
the Employment Agreement. For the avoidance of doubt, the reference to "Stock
Options" at Section I.2(b)(ii) of the Plan shall be deemed to include the
Option.
4. TERMINATION OF EMPLOYMENT. Unless otherwise determined by the
Compensation Committee of the Board and subject to 3(b) above, if the Employee's
employment with the Corporation or with a subsidiary of the Corporation is
terminated, the term of any then outstanding option held by the Employee shall
extend for a period ending on the earlier of the date on which such option would
otherwise expire or three months after such termination, and the Option shall be
exercisable to the extent it was exercisable as of such last date of the
Employee's employment with the Corporation.
5. METHOD OF EXERCISING OPTION. Full payment for the shares purchased
shall be made at the time of any exercise of this Agreement. The purchase price
shall be payable to the Corporation either (i) in United States dollars in cash
or by check, bank draft, or postal or express money order, or (ii) through the
delivery of shares of Stock of the Corporation owned by the Employee for at
least six months prior to the date of exercise having a Fair Market Value on the
date of exercise equal to the full purchase price, or (iii) by a combination of
(i) and (ii) above. To the extent that the Corporation has made or in the future
makes available to senior officers of the Corporation holding options to acquire
the stock of the Corporation any additional methods for the payment of the
purchase price of an option, the Employee may avail himself of such other
methods of payment.
6. ISSUANCE OF SHARES. As promptly as practical after receipt of such
written notification of exercise and full payment of the Option Price for the
shares purchased and any amounts required to be withheld due to tax withholding
obligations, the Corporation shall issue or transfer to the Employee the number
of Option Shares with respect to which the Option has been exercised (less
shares withheld in satisfaction of tax withholding obligations, if any), and,
unless otherwise directed by the Employee, shall deliver to the Employee a
certificate or certificates therefor, registered in the Employee's name. The
Corporation may postpone such delivery, and shall not be obligated to transfer
or issue any shares to the Employee hereunder, until it receives satisfactory
proof that the issuance or transfer of such Option Shares will not violate any
of the provisions of the Securities Act of 1933, as amended, or the Securities
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Exchange Act of 1934, as amended, any rules or regulations of the Securities and
Exchange Commission promulgated thereunder, or the requirements of applicable
state law relating to authorization, issuance or sale of securities, or until
there has been compliance with the provisions of such acts or rules. Any
determination in this connection by the Corporation shall be final, binding and
conclusive.
7. CORPORATION; EMPLOYEE. (a) The term "Corporation" as used in this
Agreement with reference to employment shall include the Corporation and its
subsidiaries, as appropriate.
(b) Whenever the word "Employee" is used in any provision of
this Agreement under circumstances where the provision should logically be
construed to apply to the beneficiaries, the executors, the administrators, or
the person or persons to whom the Option may be transferred by will or by the
laws of descent and distribution, the word "Employee" shall be deemed to include
such person or persons.
8. NON-TRANSFERABILITY. Except as otherwise provided herein, the Option
and the rights and privileges conferred hereby may not be transferred, assigned,
pledged or hypothecated in any way, other than by will or the laws of descent
and distribution, and the Option shall be exercisable during the Employee's
lifetime only by the Employee or his conservator.
9. RIGHTS AS SHAREHOLDER. Neither the Employee nor any transferee of
the Option shall have any of the rights of a shareholder with respect to any
Option Shares except to the extent that such Option Shares shall have been
issued upon the exercise of the Option as provided herein, and no adjustment
shall be made for cash distributions in respect of such Option Shares for which
the record date is prior to the date upon which such Employee or transferee
shall become the holder of record thereof.
10. REGISTRATION OF OPTION SHARES. The Corporation agrees to cause the
Option Shares to be registered under the Securities Act of 1933, as amended (the
"Securities Act") no later then July 25, 2000. To the extent the Employee is
entitled to exercise all or any portion of the Option prior to the date on which
the Corporation has agreed to register the securities, the Employee agrees to
the placement on certificates representing any Option Shares acquired pursuant
to the exercise of all or any portion of such Option of the following legend
(the "Legend"):
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT."
Upon the registration under the Securities Act of the Option Shares acquired
pursuant to the exercise of all or any portion of the Option which has become
exercisable as described above, or
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the delivery by the Employee to the Corporation of an opinion of counsel
reasonably satisfactory to the Corporation that the Legend is no longer required
under the Securities Act, the Corporation shall immediately issue, in exchange
for the certificates containing the Legend, new certificates representing the
Option Shares without the Legend. The Corporation hereby represents and warrants
that the Option Shares, when issued pursuant to the exercise of the Option, will
be duly and validly issued, fully paid and non-assessable, and the Employee will
have good, valid and marketable title to such Option Shares, free and clear of
all liens, security interests, pledges, charges, claims or other encumbrances,
whether consensual, statutory or otherwise. Notwithstanding the foregoing, the
Employee hereby acknowledges that the Option Shares may be sold or disposed of
in the absence of registration only pursuant to an exemption from the
registration requirements of the Securities Act.
11. NOTICES. For purposes of this Agreement, all communications
provided for in this Agreement shall be in writing and shall be deemed to be
duly given when delivered or (unless otherwise specified) mailed by United
States mail.
If to the Employee:
-------------------
Jay Levin
1609 Lake View Ave.
Sylvan Lake, MI 48320
If to the Corporation:
----------------------
Oxford Health Plans
48 Monroe Turnpike
Trumbull, CT 06611
Attn: Secretary
or to such other address as any party may have furnished to the other in writing
in accordance herewith.
12. BINDING EFFECT. Subject to Section 8 hereof, this Agreement shall
be binding upon the heirs, executors, administrators and successors of the
parties hereto.
13. NO RIGHT TO PERFORM SERVICES. Neither the granting of this Option,
nor the exercise thereof, shall be construed as granting the Employee any right
to perform services for the Corporation or its subsidiaries. Subject to the
terms of the Employment Agreement, the right of the Corporation and its
subsidiaries to terminate the Employee's services at any time and for any
reason, is specifically reserved.
14. GOVERNING LAW. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Delaware.
15. ENTIRE AGREEMENT. This Agreement, and the relevant provisions of
the Employment Agreement, comprise the whole agreement between the parties
hereto with respect to the subject matter hereof, and may not be modified or
terminated other than by a writing executed by the Corporation and by the
Employee (or, in the event of a permitted transfer pursuant to Section 8, by the
Employee's transferees).
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
OXFORD HEALTH PLANS, INC.
By: /s/ NILS LOMMERIN
-----------------------
Name: Nils Lommerin
Title: EVP Operations and Corporate Services
/s/ JAY LEVIN
---------------------------
Jay Levin
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