Sample Business Contracts

Severance Agreement - HealthAxis Inc., Inc. and Michael G. Hankinson

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This Severance Agreement entered into this 22nd day of May, 2001, by and between
Michael G. Hankinson ("Hankinson"), a Pennsylvania resident and Healthaxis Inc.
and, Inc. (hereinafter collectively referred to as "Company"),
both Pennsylvania corporations.

I.    STATUS. Effective July 31, 2001 (the "Separation Date"), Hankinson shall
      resign as a full-time executive officer of Company. Between the date of
      this Agreement and the Separation Date, Hankinson shall continue to
      perform all current duties as Sr. Vice President, Secretary & General

II.   SEPARATION COMPENSATION. Effective on the Separation Date, Hankinson shall
      receive a severance compensation payment of six (6) months pay ($80,000),
      subject to federal, state and local taxes as applicable.

III.  MEDICAL EXPENSES. Hankinson shall receive continuation of medical and
      dental insurance benefits at the current contribution rate, as applicable,
      for six (6) months following the Separation Date, or until Hankinson
      receives comparable employer sponsored insurance benefits, whichever is

IV.   BUSINESS RELATED EXPENSES. Subject to the approval of Company, Hankinson
      shall be reimbursed for all reasonable and necessary Company
      business-related expenses incurred by Hankinson up to the Separation Date.

V.    OPTIONS. All unvested stock options as of the Separation Date (37,571)
      previously granted to Hankinson shall be fully vested and the
      post-termination exercise period for all of Hankinson's vested stock
      options shall be amended in each option to allow for a one-year post
      termination exercise period (effective from the Separation Date).

VI.   SALE OF BUILDING. Company agrees to pay Hankinson an incentive bonus
      according to the schedule below for the sale of the building and closure
      of the operations at 2500 DeKalb Pike, East Norriton, PA. Such activities
      include but are not limited to, the sale of inventory and equipment, the
      termination of service contracts, the legal documentation and transfer of
      title to the building, and the possible dislocation/relocation of
      personnel and company functions as determined by the Company. Company
      agrees to act in good faith to authorize and facilitate the
      recommendations made by Hankinson regarding winding down and closure
      activities in order to achieve the timelines outlined below.

                                  Net Receipts from
               Closure Date       Sale of the Building      Bonus
               -------------      --------------------      -----
               by 09/30/01             $4.25 mm          $150,000 (cash in hand)
               by 09/30/01             $4.00 mm          $125,000
               by 10/31/01             $4.00 mm          $100,000
               by 09/30/01             $3.75 mm          $ 75,000
               by 11/30/01             $3.75 mm          $ 50,000
               by 11/30/01             $3.50 mm          $ 25,000


VII.  Retained Employment. Effective July 1, 2001, Hankinson shall be retained
      on a part-time basis as an "at-will" Secretary & General Counsel of the
      Corporation. The terms of this employment are as follows:

      A. Duties and Responsibilities: Advise the public Corporation on legal and
         regulatory matters. Perform the responsibilities of Secretary of the

      B. Authority. Hankinson shall have the authority of the Secretary and
         General Counsel of the Company to execute and negotiate documents
         consistent with past practices. He shall have the authority to direct
         the activities of outside counsel to the extent necessary to properly
         advise and represent the Company regarding SEC and other related

      C. Retention Fees: Company shall pay Hankinson at the rate of $5,000 per
         month for the performance of his duties herein. Payments shall be
         payable in monthly installments, subject to federal, state and local
         taxes. Services can be terminated by either party with 30-days written
         notice. Hankinson shall not be eligible for, and waives employment
         benefits, except as otherwise provided for in this Agreement, during
         the course of his part-time "at-will" employment.

      D. Liability Coverage: Company shall provide D&O liability coverage on
         behalf of Hankinson, and shall indemnify and hold harmless Hankinson
         from and against any and all liability consistent with the By-Laws of
         the Corporation and the Business Corporation Law.

      E. Business Related Expenses. Subject to the approval of Company,
         Hankinson shall be reimbursed for all reasonable and necessary Company
         business-related expenses incurred by Hankinson in the conduct of his
         "at-will" employment as Secretary & General Counsel.

VIII. MUTUAL RELEASE OF LIABILITY. Effective as of the Separation Date,
      Hankinson and Company agree to and shall execute the attached Mutual
      Release of Liability releasing one another from any and all past and
      present liabilities (except enforcement of Hankinson's rights under this
      Severance Agreement and Hankinson's stock option agreements) arising in
      connection with Hankinson's employment at Company prior to the Separation
      Date. Neither Hankinson nor Company intend this Release to affect
      liabilities which may arise during the course of Hankinson's part-time
      employment effective July 1, 2001 for events on or subsequent to that

IX.   ENTIRE AGREEMENT. The terms contained herein and on the attached Mutual
      Release of Liability represent the full and final terms of separation
      between Hankinson and Company and supersede any and all other agreements,
      except agreements or amendments to previously granted stock options to
      Hankinson as regards the employment of Hankinson.

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 Company.


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 22nd day of May, 2001.