Prepayment Agreement - HealthAxis Inc., HealthAxis Ltd., HealthAxis.com Inc. and Alvin H. Clemens
PREPAYMENT AGREEMENT
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This Prepayment Agreement (this "Agreement") is made and entered into by
and between Healthaxis Inc., a Pennsylvania corporation ("HAI"), Healthaxis,
Ltd., a Texas limited partnership ("Healthaxis"), and Healthaxis.com, Inc., a
Pennsylvania corporation ("Healthaxis.com") (HAI, Healthaxis and Healthaxis.com
are sometimes collectively referred to herein as the "Company"), and Alvin H.
Clemens, an individual (the "Executive"), to be effective as of March 6, 2002.
WHEREAS, HAI, Healthaxis.com and the Executive previously entered into that
certain Agreement of Termination of Employment Contract and First Amendment to
Employment Contract dated as of August 15, 2000 (the "August 2000 Agreement"),
setting forth various agreements, terms, provisions and conditions regarding
Executive's employment with the Company, including certain payment obligations
of HAI and Healthaxis.com which were agreed to in consideration for the
termination of Executive's previous employment agreement which existed prior to
the August 2000 Agreement; and
WHEREAS, effective as of the close of business on December 31, 2001, all of
the business and assets of Healthaxis.com were assigned to Healthaxis, and
Healthaxis assumed all of the duties and obligations of Healthaxis.com related
thereto, including the duties and obligations of Healthaxis.com under the August
2000 Agreement; and
WHEREAS, the Company and Executive now desire to agree to the terms upon
which the Company will prepay and fully satisfy and discharge all of its
obligations to pay any further compensation to the Executive pursuant to Section
II and Section III of the August 2000 Agreement, all as more particularly
provided in this Agreement.
NOW, THEREFOR, for and in consideration of the mutual covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and confessed, the
Company and the Executive do hereby agree as follows:
1. The Company has previously made all quarterly payments due to Executive by
issuing shares of HAI common stock and making cash payments to Executive in
accordance with Sections II and III respectively of the August 2000
Agreement. In full and final payment, satisfaction and discharge of the
Company's remaining obligations pursuant to Section II and Section III of
the August 2000 Agreement, the Company agrees to issue an additional
358,332 shares of HAI common stock, $0.10 par value, to the Executive as
soon as practicable upon execution of this Agreement. Executive hereby
agrees to accept the 358,332 shares as payment in full of all of the
Company's remaining obligations under such Sections, and Executive hereby
acknowledges and agrees that following issuance of the 358,332 shares, no
further payment or compensation of any kind shall ever be payable by the
Company to Executive under Section II or Section III of the August 2000
Agreement, and the Company shall be deemed to have fully satisfied and
discharged its obligation thereunder. The Company acknowledges and agrees
that nothing in this agreement shall terminate Executive's health insurance
benefits under the terms of the letter agreement dated September 19, 2000,
since Executive is
Prepayment Agreement - Page 1
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not receiving total cash or stock equivalent compensation in the amount of
$2.125 million as a result of this Agreement.
2. Executive acknowledges the assignment by Healthaxis.com and assumption by
Healthaxis of the August 2000 Agreement as described above, and agrees that
Healthaxis shall be entitled to all the benefits of the August 2000
Agreement as if it had originally been a party to such agreement,
including, but not limited to, the benefits of the releases by Executive
contained in Section IV of the August 2000 Agreement, and both the Company
and the Executive acknowledge and agree that, subject to prepayment in full
of the Company's remaining obligations pursuant to Section II and Section
III of the August 2000 Agreement in accordance with Section 1 of this
Agreement, the August 2000 Agreement shall otherwise continue in full force
and effect in accordance with its terms.
EXECUTED by the parties to be effective as of the date set forth
hereinabove.
HEALTHAXIS INC.
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By:
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James W. Mclane
Its: President & CEO
Dated:
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HEALTHAXIS.COM, INC.
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By:
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James W. McLane
Its: President & CEO
Dated:
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HEALTHAXIS, LTD.
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By:
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James W. McLane
Its: President & CEO
Dated:
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EXECUTIVE:
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Alvin H. Clemens, individually
Dated:
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