EXHIBIT 4.4
April 25, 2000
Jay Levin
1609 Lake View Ave.
Sylvan Lake, MI 48320
Dear Jay:
It is our pleasure to extend to you an offer of employment at Oxford Health
Plans, Inc. (the "Corporation"), in the position of Executive Vice President,
E-Commerce and Strategy. Your employment hire date (the "Effective Date") will
be April 25, 2000, provided however, that the Corporation understands and agrees
that you may take such time and actions between the Effective Date and June 9,
2000 as you may deem necessary to appropriately finalize your obligations to
your current employer, PPOM, L.L.C. ("PPOM"). By way of example but not
limitation, this may entail your spending 2-3 days per week during such period
on behalf of PPOM and commuting between Michigan and the Corporation's Offices.
Your starting salary will be at a gross amount (prior to necessary payroll
deductions) of $31,250 per month, which you will receive in bi-weekly payments
of $14,423.08. In this position you will primarily be working out of our New
York City office, although you will also be required to regularly visit our
Trumbull, Connecticut office.
As Executive Vice President, you shall render policy and other management
services to the Corporation of the type customarily performed by persons serving
in a similar capacity, subject to the powers by law vested in the Board and in
the Corporation's stockholders. You shall report to the President and Chief
Operating Officer, Charles Schneider, and shall perform such other related
duties as the Chief Operating Officer may from time to time reasonably direct or
request. You shall perform the duties and responsibilities of your position
diligently and to the best of your ability, and in compliance with all
applicable laws and the Corporation's Certificate of Incorporation and Bylaws,
as they may be amended from time to time. It is assumed that you may be required
to perform other reasonable senior level accountabilities than Executive
Vice President, E-Commerce and Strategy.
During your continued employment with the Corporation, you will be eligible for
our benefits program in accordance with our policies. More specifically:
1. You will receive a guaranteed performance bonus for the year 2000, payable
in 2001, in the amount of $375,000. Thereafter, you will be eligible for a
discretionary performance bonus consistent with the terms and conditions of
the Corporation's management incentive program, ranging from zero to 100%
of your earned base salary as recommended by Chuck Schneider, and approved
by the CEO and Compensation Committee of the Board of Directors (the
"Committee"). Your bonuses will be paid at the same time as other eligible
employees receive their annual corporate bonuses.
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2. Subject to the approval of the Committee you will be granted an option to
purchase 300,000 shares of the Corporation's common stock at a purchase
price equal to the closing price of the Corporation's common stock on April
25, 2000. The shares of common stock underlying such options shall be
separately registered with the Securities and Exchange Commission by and at
the expense of the Corporation no later than July 25, 2000. Although the
options will not be granted under the Corporation's 1991 Stock Option Plan
(the "Plan"), the options will be governed by the terms and conditions of
the Plan and the attached Stock Option Agreement. If during your employment
with the Corporation, there is a change in control of the Corporation, then
the Corporation shall cause each of your options granted under the Plan to
immediately vest and become exercisable in full. Absent a Change in
Control, this particular option grant will vest 121/2% per quarter and
fully vest in two (2) years.
3. As a condition of your employment, you will be required to enter into the
Corporation's standard Confidentiality, Non-Competition and
Non-Solicitation Agreement. You will be expected to sign this Agreement by
your first day of employment. The protections provided by such agreement
are necessary to safeguard the Corporation's Confidential Information and
other business interests.
4. Beginning on the Effective Date, you will be eligible for the Corporation's
Health Coverage (Medical, Dental, Vision and Prescription Drug coverage),
Life, AD&D, Disability Insurance and Tuition Reimbursement in accordance
with plan requirements.
5. You will be eligible to participate in the Corporation's 401(k) savings
plan in accordance with the plan requirements after your successful
completion of six months of continuous employment with the Corporation.
6. The Corporation will provide you with a relocation package which consists
of a total payment of $140,000 payable in the following installments:
$35,000 upon hire date, $35,000 at September 2000, $35,000 at December 2000
and $35,000 at March 2001. This amount will be paid to you, net after
taxes, and it may be used at your discretion for any expenses related to
your move. Notwithstanding, anything contained in this Agreement that can
be construed to the contrary, the afore-described monies shall be paid to
you by the Corporation on the designated quarters regardless of whether or
not you are still an employee of the Corporation.
7. Beginning on the Effective Date, you will be eligible to begin accumulating
23 select days (paid days off) per calendar year. These days may be taken
after successful completion of 60 days of continuous employment with the
Corporation.
8. In the event that your employment is terminated by the Corporation without
cause (other than for retirement or disability) or terminated by you for
good reason, then the Corporation shall pay you an amount equal to the sum
of your base salary earned during the twelve month period immediately
preceding your date of termination and the most recent annual bonus paid to
you for the fiscal year immediately preceding your date of termination
(provided that the total amount payable to you shall in no event be less
than $750,000). Such amount shall be paid via salary continuation over 12
months and in conformity with the Corporation's normal payroll periods if
you are in compliance with paragraphs 15 and 16.
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9. In the event that your employment is terminated within 2 years following a
change in control either by the Corporation without cause (other than for
retirement or disability), or by you for good reason after a change in
control, then the Corporation shall pay you, within 10 days following your
date of termination, a lump sum cash amount equal to two (2) times the sum
of your annual rate of base salary and two (2) times the most recent annual
bonus paid to you for the fiscal year immediately preceding your date of
termination (provided that the total amount payable to you shall in no
event be less than $1,500,000). The Oxford Health Special Salary
Continuation Plan does not apply to you. By way of example but not
limitation, the severance payment set forth in this Section 9 may not be
offset by any person for salary earned at a new employer.
10. Termination for cause shall mean termination because you (i) engage in the
following conduct in connection with your employment with the Corporation:
personal dishonesty, fraud, willful misconduct, breach of fiduciary duty
involving personal profit, breach of a restrictive covenant against
competition, disclosure of confidential information of the Corporation,
intentional failure to perform stated duties after notice, (ii) willfully
violate any law, rule, or regulation (other than traffic violations or
similar offenses), which willful violation materially impacts the
performance of your duties to the Corporation, or (iii) fail to
substantially perform your duties for the Corporation or engage in any
conduct which, in the opinion of the Corporation, is materially detrimental
or injurious to the Corporation or its reputation.
11. If, as a result of your incapacity due to physical or mental illness, you
shall have been absent from your duties hereunder for 180 days during any
twelve (12) consecutive month period, and within fifteen (15) days after
written notice of termination is given (which may occur before or after the
end of such twelve (12) month period) shall not have returned to the
performance of your duties hereunder on a regular full-time basis, the
Corporation may terminate your employment hereunder for disability.
12. Termination by you for good reason after a change in control shall mean
termination based on the occurrence without your express consent of any of
the following: (i) a significant diminution by the Corporation of your
duties and responsibilities, other than for cause or disability, (ii) a
reduction in your base salary, (iii) any requirement of the Corporation
that you be based anywhere more than thirty miles from the office where you
are located at the time of the change in control, or (iv) any breach of
this Agreement by the Corporation. In any event, you agree not to terminate
your employment with the Corporation (other than for good reason following
a change in control or for retirement) during the 90-day period following a
change in control. For purposes of this Agreement, good reason shall not
exist until after you have given the Corporation notice of the applicable
event within 90 days of such event and which is not remedied within 30 days
after receipt of written notice from you specifically delineating such
claimed event and setting forth your intention to terminate employment if
not remedied; provided that if the specified event cannot reasonably be
remedied within such 30-day period and the Corporation commences reasonable
steps within such 30-day period to remedy such event and diligently
continues such steps thereafter until a remedy is effected, such event
shall not constitute good reason.
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13. Change in control, for the purposes of this Agreement shall have the same
meaning ascribed thereto in the Plan, as amended from time to time and any
successor thereto.
14. Your rights and obligations under this Agreement may not be transferred,
assigned or encumbered by you in any manner, either voluntarily or
involuntarily. In the event of your death, any payments then or thereafter
due hereunder, and options vested, will be made to your estate.
15. The payments provided hereunder shall constitute the exclusive payments due
you from, and the exclusive obligation of, the Corporation in the event of
any termination of your employment, except for any benefits which may be
due you in the normal course under any employee benefit plan of the
Corporation (other than any severance pay plan) which provides benefits
after termination of employment.
The obligation to make the payments hereunder is conditioned upon your
execution and delivery to the Corporation of a completed Settlement
Agreement & General Release, in form as attached hereto, of any claims you
may have as a result of your employment or termination of employment under
any federal, state or local law, excluding (i) any claim for benefits which
may be due you in normal course under any employee benefit plan of the
Corporation (other than any severance pay plan) which provides benefits
after termination of employment, and (ii) any claim or right under this
agreement. The obligation to make the payments hereunder is further
conditioned upon the terms set forth in paragraph 16 hereof.
16. You agree that any right to receive payments hereunder will cease if during
your employment and the one-year period following your termination of
employment you violate the terms of the Confidentiality, Non-Competition
and Non-Solicitation Agreement.
17. In order for the Corporation to comply with government regulation
pertaining to the Immigration Reform and Control Act of 1986, we require
that you verify your identity and establish your right to work within the
United States by providing documentation as described in the enclosed list
entitled "Acceptable Identification." Please note that one form of ID from
column A is sufficient, or one item each from column B and C. We will
photocopy your identification and return the originals to you immediately.
It is imperative that you provide us with this documentation on your first
day of work; failure to do so will require us to delay your employment.
18. The Corporation shall reimburse travel, cell phone, and other expenses
reasonable & necessarily incurred in connection with the Corporation's
business. You will be reimbursed in accordance with the Corporation's
travel & expense policy.
19. This offer and your subsequent employment are contingent upon successful
results of a background check, which includes a pre-employment drug test
and reference and criminal checks. Enclosed is a Quest Diagnostics drug
screen form. Please bring this with you at the time of your testing. Please
contact their Patient Service Center Locator at 800-225-7483 if there is
not a Quest Diagnostics Lab conveniently located near you.
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20. The employment relationship which exists between the Corporation and you is
an employment-at-will relationship except for the provisions provided
herein. Under this relationship, your employment with the Corporation is
for two (2) years from the effective date, subject to the Corporation's
right to terminate your employment at any time for any reason with or
without cause and with or without notice, except as otherwise provided in
this agreement.
21. All payments hereunder are subject to applicable withholding taxes.
22. Any dispute or controversy under this Agreement shall be settled
exclusively by arbitration in Trumbull, Connecticut by three (3)
arbitrators in accordance with the rules of the American Arbitration
Association then in effect. Judgement may be entered on the arbitration
award in any court having jurisdiction. The Corporation shall bear all
costs and expenses arising in connection with arbitration proceedings
pursuant to this section.
23. This Agreement, the Settlement Agreement & General Release, the Oxford
Health Plans Inc. Stock Option Agreement, and the Confidentiality,
Non-Competition and Non-Solicitation Agreement attached hereto and forming
a part of this Agreement set forth the entire understanding with respect to
the subject matter hereof and supersedes all prior agreements, written or
oral or express or implied, between you and the Corporation as to such
subject matter. This Agreement may not be amended, nor may any provision
hereof be modified or waived, except by an instrument in writing duly
signed by you and the Corporation.
24. If any provision of this Agreement, or any application thereof to any
circumstances, is invalid, in whole or in part, such provision or
application shall to that extent be severable and shall not affect other
provisions or applications of this Agreement.
25. The terms of this Agreement shall be governed by the laws of the state of
Connecticut without regard to its conflicts of law principles.
Please indicate your agreement by signing below and retain one copy for your
records.
/s/ JAY LEVIN 4/25/00
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Jay Levin Date
Sincerely,
/s/ NILS LOMMERIN
Nils Lommerin
EVP Operations & Corporate Services
Attachments
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