-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SGK9wLsGi80iR33xuFrWIYFMLwGAmADmCrj1LuyeO5UVNw83vo/Nh9PabUFGAUlO L5T4TMYkmbosR4cZDTILtw== /in/edgar/work/20000803/0001104659-00-000371/0001104659-00-000371.txt : 20000921 0001104659-00-000371.hdr.sgml : 20000921 ACCESSION NUMBER: 0001104659-00-000371 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20000803 EFFECTIVENESS DATE: 20000803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OXFORD HEALTH PLANS INC CENTRAL INDEX KEY: 0000865084 STANDARD INDUSTRIAL CLASSIFICATION: [6324 ] IRS NUMBER: 061118515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-42920 FILM NUMBER: 684970 BUSINESS ADDRESS: STREET 1: 48 MONROE TURNPIKE CITY: TRUMBULL STATE: CT ZIP: 06611 BUSINESS PHONE: 2034596000 MAIL ADDRESS: STREET 1: 48 MONROE TURNPIKE CITY: TRUMBULL STATE: CT ZIP: 06611 S-8 1 0001.txt REGISTRATION STATEMENT AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 2, 2000 REGISTRATION STATEMENT NO. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- OXFORD HEALTH PLANS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 06-1118515 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 48 MONROE TURNPIKE TRUMBULL, CONNECTICUT 06611 (Address of Principal Executive Offices) ---------------------------------------------- JAY LEVIN STOCK OPTION AGREEMENT OXFORD HEALTH PLANS, INC. 1991 STOCK OPTION PLAN, AS AMENDED (Full Title of the Plans) ----------------------------------------------- JON S. RICHARDSON, ESQ. EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY OXFORD HEALTH PLANS, INC. 48 MONROE TURNPIKE TRUMBULL, CONNECTICUT 06611 (Name and address of Agent For Service) (203) 459-6000 (Telephone Number, Including Area Code, of Agent For Service)
====================================================================================================================== CALCULATION OF REGISTRATION FEE ====================================================================================================================== Title Of Securities To Amount To Be Proposed Maximum Proposed Maximum Amount Of Be Registered Registered (1) Offering Price Per Share Aggregate Registration Fee Offering Price - ---------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share 5,100,000 shares $ 23.6875 (2) $ 120,806,250 (2) $31,893 ======================================================================================================================
(1) Represents 300,000 shares issuable upon the exercise of options granted under the Jay Levin Stock Option Agreement and 4,800,000 shares issuable upon the exercise of options to be granted under the Oxford Health Plans, Inc. 1991 Stock Option Plan, as amended, plus, pursuant to Rule 416(a) of the Securities Act of 1933, as amended, such indeterminate number of shares as may be issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions. (2)Estimated solely for the purpose of determining the amount of the registration fee and pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, based upon the average of the high and low prices of the Common Stock reported by the National Association of Securities Dealers, Inc. on July 31, 2000 Explanatory Note The Board of Directors of Oxford Health Plans, Inc., a Delaware corporation (the "Company"), has approved the Jay Levin Stock Option Agreement, dated as of April 25, 2000 (the "Levin Option Agreement"), between the Company and Jay Levin. Pursuant to the Levin Option Agreement, the Company awarded to Mr. Levin options to purchase 300,000 shares of common stock. On May 11, 2000, the stockholders of the Company approved an amendment to the Oxford Health Plans, Inc. 1991 Stock Option Plan (as amended, the "1991 Plan") to increase the number of shares of common stock available under the 1991 Plan by an additional 4,800,000 shares. To date, an aggregate of 25,580,000 shares of the common stock (after giving effect to stock splits, stock dividends and similar transactions) reserved for issuance upon exercise of options awarded pursuant to the 1991 Plan, have been registered under the Securities Act of 1933, as amended. The Company's Registration Statements No. 33-49738, 33-70908, 333-988, 333-28109 and 333-79063 on Form S-8 are hereby incorporated herein by reference. This Registration Statement is intended to register the 300,000 shares of common stock reserved for issuance upon exercise of the options awarded under the Levin Option Agreement and the 4,800,000 shares of common stock reserved for issuance upon exercise of options to be awarded under the 1991 Plan. ii PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEM 1. PLAN INFORMATION.* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.* - ---------------------------- * Information required by Part I to be contained in the Section 10(a) Prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8. 1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The Securities and Exchange Commission allows us to "incorporate by reference" the information we file with them, which means we can disclose important information to you by referring you to those documents. The information included in the following documents is incorporated by reference and is considered to be a part of this prospectus. The most recent information that we file with the SEC automatically updates and supersedes more dated information. We have previously filed the following documents with the SEC and are incorporating them by reference into this prospectus: o Our Annual Report on Form 10-K for the fiscal year ended December 31, 1999, filed on March 24, 2000; o Our Quarterly Reports on Form 10-Q for the three-month period ended March 31, 2000, filed on April 28, 2000 and for the three-month period ended June 30, 2000, filed on July 28, 2000; o Our Current Reports on Form 8-K filed on January 5, 2000, February 25, 2000, February 29, 2000, March 20, 2000, April 26, 2000, May 17, 2000, as amended May 26, 2000, and July 27, 2000; and o The description of our common stock contained in the Registration Statement on Form 8-A dated August 1, 1991, filed pursuant to Section 12 of the Securities Exchange Act of 1934. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to filing a post-effective amendment that indicates all the shares of common stock offered have been sold, or that deregisters all shares of common stock then remaining unsold, shall be deemed to be incorporated by reference into, and to be a part of, this Registration Statement from the date of filing of those documents. The information contained in any such documents will automatically update and supercede any information previously incorporated by reference into this Registration Statement. UNAUDITED QUARTERLY FINANCIAL INFORMATION The consolidated financial statements of the Registrant at December 31, 1999, and for the year then ended, included in the Registrant's annual report on Form 10-K for the fiscal year ended December 31, 1999, which is incorporated in this registration statement by reference, have been audited by Ernst & Young LLP, independent auditors, and at December 31, 1997, and for the one-year period ended December 31, 1997, by KPMG LLP, independent auditors, as set forth in their respective reports thereon included therein and incorporated in this registration statement by reference. These consolidated financial statements are incorporated herein by 3 reference in reliance upon such reports given on the authority of these firms as experts in accounting and auditing. With respect to the unaudited condensed consolidated interim financial information for the three-month period ended March 31, 2000 and the three-month and six-month periods ended June 30, 2000, incorporated by reference in this registration statement, Ernst & Young LLP has reported that it has applied limited procedures in accordance with professional standards for a review of such information. Ernst & Young LLP's separate reports, included in the Registrant's quarterly report on Form 10-Q for the quarter ended March 31, 2000 and the Registrant's quarterly report on Form 10-Q for the quarter ended June 30, 2000, and incorporated in this registration statement by reference, state that it did not audit and it does not express an opinion on that interim financial information. Accordingly, the degree of reliance on its report on such information should be restricted considering the limited nature of the review procedures applied. The independent auditors are not subject to the liability provisions of Section 11 of the Securities Act of 1933 (the "Act") for its reports on the unaudited interim financial information because those reports are not a "report" or a "part" of the registration statement prepared or certified by the auditors within the meaning of Sections 7 and 11 of the Act. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law permits indemnification against expenses, fines, judgments and settlements incurred by any director, officer or employee of the Company in the event of pending or threatened civil, criminal, administrative or investigative proceedings, if such person was, or was threatened to be made, a party by reason of the fact that he is or was a director, officer or employee of the Company. Section 145 also provides that the indemnification provided for therein shall not be deemed exclusive of any other rights to which those seeking indemnification may otherwise be entitled. Article Eighth of the Second Amended and Restated Certificate of Incorporation, as amended, of the Company provides that the Company shall indemnify its officers and directors to the fullest extent permitted by law. Article Ninth of the Second Amended and Restated Certification of Incorporation, as amended, of the Company provides that to the fullest extent permitted by the Delaware General Corporation Law as the same exists or may hereafter be amended, a director of the Company shall not be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. Section 6.4 of the Amended and Restated By-laws of the Company states: 4 Section 6.4. Indemnification of Directors, Officers and Employees. The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to any action, suit or proceeding, whether criminal, civil, administrative or investigative, including any action instituted by or on behalf of the Corporation, by reason of the fact that such person or such person's testator or intestate is or was a director or officer of the Corporation or serves or served at the request of the Corporation any other enterprise as a director or officer. Expenses incurred by any such person in defending any such actions, suit or proceeding shall be paid or reimbursed by the Corporation promptly upon receipt by it of an undertaking of such person to repay such expense if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation. The rights provided to any person by this by-law shall be enforceable against the Corporation by such person who shall be presumed to have relied upon it in serving or continuing to serve as a director or officer as provided above. No amendment of this by-law shall impair the rights of any person arising at any time with respect to events occurring prior to such amendment. To the extent permitted by Delaware law, the Board may cause the Corporation to indemnify and reimburse other employees of the Corporation as it deems appropriate. For purposes of this by-law, the term "Corporation" shall include any predecessor of the Corporation and any constituent corporation (including any constituent of a constituent) absorbed by the Corporation in a consolidation or merger; the term "other enterprise" shall include any corporation, partnership, joint venture, trust or employee benefit plan; service "at the request of the Corporation" shall include service as a director or officer of the Corporation, which imposes duties on, or involves services by, such director or officer with respect to any other enterprise or any employee benefit plan, its participants or beneficiaries; any excise taxes assessed on a person with respect to an employee benefit plan, shall be deemed to be indemnifiable expenses; and action by a person with respect to any employee benefit plan which such person reasonably believes to be in the interest of the participants and beneficiaries of such plan shall be deemed to be action not opposed to the best interests of the Corporation. Section 145 of the Delaware General Corporation Law permits the indemnification provided for by the above by-law provision. The statute further permits the Company to insure itself for such indemnification. The Company maintains insurance coverage for its directors and officers with respect to certain liabilities incurred in their capacities as such and for the Company with respect to any payments which it becomes obligated to make to such persons under the foregoing by-law and statutory provisions. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable ITEM 8. EXHIBITS. 4.1 Second Amended and Restated Certificate of Incorporation, as amended, of the Company, incorporated by reference to Exhibit 3(a) of the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 1998 (File No. 0-19442) 5 4.2 Amended and Restated By-laws of the Company, incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1998 (File No. 0-19442) 4.3 Form of Stock Certificate, incorporated by reference to Exhibit 4 of the Company's Registration Statement on Form S-1 (File No. 33-40539) 4.4 Employment Letter Agreement, dated April 25, 2000, between the Company and Jay Levin* 4.5 Letter Agreement, dated July 12, 2000, between the Company and Jay Levin* 4.6 Oxford Health Plans, Inc. Stock Option Agreement, dated as of April 25, 2000, by and between the Company and Jay Levin, included as an attachment to the Employment Agreement filed as Exhibit 4.4 hereto* 4.7 Oxford Health Plans, Inc. 1991 Stock Option Plan, as amended* 5 Opinion of Sullivan & Cromwell regarding legality* 15 Letter of Ernst & Young LLP re Unaudited Condensed Consolidated Interim Financial Information* 23(a) Consent of KPMG Peat Marwick LLP* 23(b) Consent of Ernst & Young LLP* 23(c) Consent of Sullivan & Cromwell (included in Exhibit 5 hereto) -------------- * filed herewith ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low and high 6 end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1993 may be permitted to directors, officers and controlling persons of the registrant pursuant to the Delaware General Corporation Law, the Company's certificate of incorporation or the Company's by-laws, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether 7 such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. 8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Trumbull, State of Connecticut, on this 2nd day of August, 2000. OXFORD HEALTH PLANS, INC. By: /s/ NORMAN C. PAYSON, M.D. ---------------------------- Norman C. Payson, M.D. Chairman and Chief Executive Officer 9 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on August 2, 2000 in the capacities indicated. Signature Title - --------- ----- /s/ NORMAN C. PAYSON, M.D. Principal Executive Officer - --------------------------- and Chairman of the Board Norman C. Payson, M.D. /s/ KURT B. THOMPSON Principal Financial Officer - -------------------- Kurt B. Thompson /s/ MARC KOLE Principal Accounting Officer - ------------------- Marc Kole /s/ FRED F. NAZEM Director - ----------------- Fred F. Nazem /s/ DAVID BONDERMAN Director - ------------------- David Bonderman /s/ JONATHAN J. COSLET Director - --------------------------- Jonathan J. Coslet - ------------------------ Director James G. Coulter /s/ ROBERT B. MILLIGAN, JR. Director - --------------------------- Robert B. Milligan, Jr. /s/ JOSEPH BROWN, JR. Director - -------------------------- Joseph Brown, Jr. /s/ BENJAMIN H. SAFIRSTEIN, M.D. Director - --------------------------------- Benjamin H. Safirstein, M.D. /s/ THOMAS A. SCULLY Director - --------------------- Thomas A. Scully /s/ KENT J. THIRY Director - ------------------------ Kent J. Thiry 10 INDEX TO EXHIBITS EXHIBIT NO. EXHIBIT PAGE NO. ---------- -------- 4.4 Employment Agreement, dated April 25, 2000, xx between the Company and Jay Levin 4.5 Letter Agreement, dated July 12, 2000, between xx the Company and Jay Levin 4.6 Oxford Health Plans, Inc. Stock Option Agreement, xx dated as of April 25, 2000, by and between the Company and Jay Levin, included as an attachment to the Employment Agreement filed as Exhibit 4.4 hereto 4.7 Oxford Health Plans, Inc. 1991 Stock Option Plan, xx as amended 5 Opinion of Sullivan & Cromwell regarding legality xx 15 Letter of Ernst & Young LLP re Unaudited xx Condensed Consolidated Interim Financial Information 23(a) Consent of KPMG LLP xx 23(b) Consent of Ernst & Young LLP xx 23(c) Consent of Sullivan & Cromwell Contained in Exhibit 5 on Page xx 11 EX-4.4 2 0002.txt LETTER OF EMPLOYMENT OFFER 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. 12 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. 13 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. 14 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. 15 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 - --------------- ---------------- Jay Levin Date Sincerely, /s/ NILS LOMMERIN Nils Lommerin EVP Operations & Corporate Services Attachments 16 EX-4.5 3 0003.txt AMENDS SECTION 2 OF CERTAIN LETTER AGREEMENT EXHIBIT 4.5 July 12, 2000 Jay Levin 1609 Lave View Avenue Sylvan Lake, MI 48320 Dear Jay: This letter serves to amend Section 2 of that certain letter agreement, dated as of April 25, 2000 (the "Agreement") and Section 10 of that certain Stock Option Agreement, dated as of April 25, 2000 (the "Stock Option Agreement"), both between yourself and Oxford Health Plans, Inc. (the "Corporation"), in order to extend the deadline by which the Corporation is obligated to register the shares of common stock underlying your stock options with the Securities and Exchange Commission. Accordingly, the second sentence of Section 2 of the Agreement is hereby amended to read as follows: "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 August 25, 2000." The first sentence of Section 10 of the Stock Option Agreement is hereby amended to read as follows: "The Corporation agrees to cause the Option Shares to be registered under the Securities Act of 1933, as amended (the "Securities Act") no later than August 25, 2000." If you are in agreement with the amendments provided herein, please sign the bottom of both copies of this letter in the space provided and retain one copy for your records. Sincerely, /s/ NILS LOMMERIN Nils Lommerin, Executive Vice President Operations and Corporate Services /s/ JAY LEVIN 7/14/00 - -------------------------- --------------- Jay Levin Date 17 EX-4.6 4 0004.txt STOCK OPTION AGREEMENT 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 18 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 19 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 20 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). 21 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 22 EX-4.7 5 0005.txt 1991 STOCK OPTION PLAN AS AMENDED MAY 11, 2000 EXHIBIT 4.7 OXFORD HEALTH PLANS, INC. 1991 STOCK OPTION PLAN, AS AMENDED THROUGH MAY 11, 2000 I. ESTABLISHMENT OF PLAN; DEFINITIONS 1. Purpose. The purpose of the Oxford Health Plans, Inc. 1991 Stock Option Plan is to provide an incentive to key Employees, Directors and Consultants of Oxford Health Plans, Inc. (the "Corporation"), who are in a position to contribute materially to the long-term success of the Corporation, to increase their interest in the Corporation's welfare, and to aid in attracting and retaining Employees, Directors and Consultants of outstanding ability. 2. Definitions. Unless the context clearly indicates otherwise, the following terms shall have the meanings set forth below: (a) "Board" shall mean the Board of Directors of the Corporation. (b) "Change in Control" shall mean the occurrence of any of the following events: Any "person" (as defined below) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Corporation representing 30% or more of the total voting power represented by the Corporation's then outstanding voting securities; or A change in the composition of the Board occurs, as a result of which fewer than two-thirds of the incumbent directors are directors who either (i) had been directors of the Corporation on the "look-back date" (as defined below) or (ii) were elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the directors who had been directors of the Corporation on the "look-back date" and who were still in office at the time of the election or nomination; or The stockholders of the Corporation approve a merger or consolidation of the Corporation with any other corporation, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at 23 least 80% of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation; or The stockholders of the Corporation approve (i) a plan of complete liquidation of the Corporation or (ii) an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation's assets. For purposes of this Subsection (b), the term "person" shall have the same meaning as when used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but shall exclude (i) a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or of a parent or subsidiary of the Corporation, and (ii) a corporation owned directly or indirectly by the stockholders of the Corporation in substantially the same proportions as their ownership of the common stock of the Corporation. For purposes of this Subsection (b), the term "look-back date" shall mean the date 24 months prior to the change in the composition of the Board. Any other provision of this Section 2(b) notwithstanding, the term "Change in Control" shall not include either of the following events, if undertaken at the election of the Corporation: (i) A transaction, the sole purpose of which is to change the state of the Corporation's incorporation; or (ii) A transaction, the result of which is to sell all or substantially all of the assets of the Corporation to another corporation (the "surviving corporation"); provided that the surviving corporation is owned directly or indirectly by the stockholders of the Corporation immediately following such transaction in substantially the same proportions as their ownership of the Corporation's common stock immediately preceding such transaction; and provided, further, that the surviving corporation expressly assumes this Plan and all outstanding Stock Options. (c) "Code" shall mean the Internal Revenue Code of 1986, as it may be amended from time to time. (d) "Committee" shall mean a committee whose members shall, from time to time, be appointed by the Board; provided, however, that on such date as the Corporation's Stock is first registered under Section 12 of the Securities Exchange Act of 1934 such committee shall consist of at lease two Directors, all of whom are non-employees within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934. 24 (e) "Consultant" shall mean any person retained by the Corporation or any of its subsidiaries to render services on a consulting basis. (f) "Corporation" shall mean Oxford Health Plans, Inc., a Delaware corporation, and any successor thereto. (g) "Directors" shall mean those members of the Board of Directors of the Corporation who are not Employees. (h) "Disability" shall mean a medically determinable physical or mental condition which causes an Employee, Director or Consultant to be unable to engage in any substantial gainful activity and which can be expected to result in death or to be of long-continued and indefinite duration. (i) "Employee" shall mean any common law employee, including officers, of the Corporation or any of its subsidiaries as determined in the Code and the Treasury Regulations thereunder. (j) "Fair Market Value" shall mean the fair market value of the Stock as determined by the Committee on the basis of a review of the facts and circumstances at the time. (k) "Grantee" shall mean an Employee, Director or Consultant granted a Stock Option under this Plan. (l) "Incentive Stock Option" shall mean an option granted pursuant to the Incentive Stock Option provisions as set forth in Part II of this Plan. (m) "Non-Qualified Stock Option" shall mean an option granted pursuant to the Non-Qualified Stock Option provisions as set forth in Part III of this Plan. (n) "Plan" shall mean the Oxford Health Plans, Inc. 1991 Stock Option Plan as set forth herein and as amended from time to time. (o) "Stock" shall mean authorized but unissued shares of the Common Stock of the Corporation or reacquired shares of the Corporation's Common Stock. (p) "Stock Option" shall mean an option granted pursuant to the Plan to purchase shares of Stock. (q) "Ten Percent Stockholder" shall mean an Employee, who at the time a Stock Option is granted owns stock possessing more than ten percent (10%) of the total combined voting power of all Stock of the Corporation or of its parent or subsidiary corporation. 25 3. Shares of Stock Subject to the Plan. Subject to the provisions of Paragraph 2 of Part IV, the number of shares of Stock which may be issued or transferred pursuant to Stock Options granted under the Plan shall not exceed 30,580,000 shares in the aggregate. If a Stock Option shall expire and terminate for any reason, in whole or in part, without being exercised, the number of shares of Stock as to which such expired or terminated Stock Option shall not have been exercised may again become available for the grant of Stock Options. There shall be no terms and conditions in a Stock Option which provide that the exercise of an Incentive Stock Option reduces the number of shares of Stock for which an outstanding Non-Qualified Stock Option may be exercised; and there shall be no terms and conditions in a Stock Option which provide that the exercise of a Non-Qualified Stock Option reduces the number of shares of Stock for which an outstanding Incentive Stock Option may be exercised. 4. Administration of the Plan. The Plan shall be administered by the Committee. Subject to the express provisions of the Plan, the Committee shall have authority to interpret the Plan, to prescribe, amend, and rescind rules and regulations relating to it, to determine the terms and provisions of Stock Option agreements, and to make all other determinations necessary or advisable for the administration of the Plan. Any controversy or claim arising out of or related to this Plan shall be determined unilaterally by and at the sole discretion of the Committee. 5. Amendment or Termination. The Board may, at any time, alter, amend, suspend, discontinue, or terminate this Plan; provided, however, that such action shall not adversely affect the right of Grantees to Stock Options previously granted and no amendment, without the approval of the stockholders of the Corporation, shall increase the maximum number of shares which may be awarded under the Plan in the aggregate, materially increase the benefits accruing to Grantees under the Plan, change the class of Employees eligible to receive options under the Plan, or materially modify the eligibility requirements for participation in the Plan. 6. Effective Date and Duration of the Plan. The Plan shall become effective upon its approval by the Board subject to its subsequent approval by the stockholders of the Corporation. This Plan shall terminate fifteen years from the date the Plan becomes effective, and no Stock Option may be granted under the Plan thereafter, but such termination shall not affect any Stock Option theretofore granted. 7. Limitation on Grants. Subject to the provisions of Paragraph 2 of Part IV, no individual optionee may be granted Stock Options to purchase more than 2,000,000 shares of Stock in any calendar year. 26 II. INCENTIVE STOCK OPTION PROVISIONS 1. Granting of Incentive Stock Options. (a) Only key Employees of the Corporation shall be eligible to receive Incentive Stock Options under the Plan. Directors of the Corporation who are not also Employees shall not be eligible for Incentive Stock Options. (b) The purchase price of each share of Stock subject to an Incentive Stock Option shall not be less than 100% of the Fair Market Value of a share of the Stock on the date the Incentive Stock Option is granted; provided, however, that (i) the purchase price of each share of Stock subject to an Incentive Stock Option granted to a Ten Percent Stockholder shall not be less than 110% of the Fair Market Value of a share of the Stock on the date the Incentive Stock Option is granted and (ii) in the event an Incentive Stock Option is subject to stockholder approval, the date of grant of such Incentive Stock Option for purposes of the Plan shall be the date of such stockholder approval. (c) No Incentive Stock Option shall be exercisable more than seven years from the date the Incentive Stock Option was granted; provided, however, that an Incentive Stock Option granted to a Ten Percent Stockholder shall not be exercisable more than five years from the date the Incentive Stock Option was granted. (d) The Committee shall determine and designate from time to time those Employees who are to be granted Incentive Stock Options and specify the number of shares subject to each Incentive Stock Option. (e) Notwithstanding any other provisions hereof, the aggregate Fair Market Value (determined at the time the option is granted) of the Stock with respect to which Incentive Stock Options are exercisable for the first time by the Employee during any calendar year (under all such plans of the Grantee's employer corporation and its parent and subsidiary corporations) shall not exceed $100,000. (f) The Committee, in its sole discretion, shall determine whether any particular Incentive Stock Option shall become exercisable in one or more installments, specify the installment dates and determine the total period during which the Incentive Stock Option is exercisable. The Committee may make provision for accelerated exercisability of Incentive Stock Options in the event of the Optionee's death, disability or retirement or other events. Further, the Committee may make such other provisions as may appear generally acceptable or desirable to the Committee or necessary to qualify its grants under the provisions of Section 422 of the Code. 27 (g) The Committee may grant at any time new Incentive Stock Options to an Employee who has previously received Incentive Stock Options or other options whether such prior Incentive Stock Options or other options are still outstanding, have previously been exercised in whole or in part, or are cancelled in connection with the issuance of new Incentive Stock Options. The purchase price of the new Incentive Stock Options may be established by the Committee without regard to the existing Incentive Stock Options or other options. (h) The Committee may determine, at the time of granting an Incentive Stock Option or thereafter, that such Incentive Stock Option shall become fully exercisable as to all Stock subject to such Incentive Stock Option in the event that a Change of Control occurs with respect to the Corporation. If the Committee finds that there is a reasonable possibility that, within the succeeding six months, a Change in Control will occur with respect to the Corporation, then the Committee at its sole discretion may determine that any or all outstanding Incentive Stock Options shall become fully exercisable as to all Stock subject to such Incentive Stock Options. 2. Exercise of Incentive Stock Options. (a) Except as otherwise provided by the Committee, the option price of an Incentive Stock Option shall be payable on exercise of the option (i) in cash or by check, bank draft or postal or express money order, (ii) by the surrender of Stock then owned by the Grantee, provided that the stock surrendered by the Grantee has been owned by the Grantee for at least six (6) months, or (iii) partially in accordance with clause (i) and partially in accordance with clause (ii) of this Paragraph. In no event shall payment of the exercise price of an Incentive Stock Option be made by a promissory note or a loan by the Corporation. Shares of Stock so surrendered in accordance with clause (ii) or (iii) shall be valued at the Fair Market Value thereof on the date of exercise, surrender of such Stock to be evidenced by delivery of the certificate(s) representing such shares in such manner, and endorsed in such form, or accompanied by stock powers endorsed in such form, as the Committee may determine. 3. Termination of Employment. (a) Except as otherwise provided by the Committee, if a Grantee's employment is terminated (other than by Disability or death) the term of any then outstanding Incentive Stock Option held by the Grantee 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 of employment, and such option shall be exercisable to the extent it was exercisable as of the date of termination of employment. (b) If a Grantee's employment is terminated by reason of Disability, the term of any then outstanding Incentive Stock Option held by the Grantee shall extend for a period ending on the earlier of the date on which such option would otherwise 28 expire or three months after the Grantee's last date of employment, and such option shall be exercisable to the extent it was exercisable as of such last date of employment. (c) If a Grantee's employment is terminated by death, the representative of his estate or beneficiaries thereof to whom the option has been transferred shall have the right during the three-month period following his death to exercise any then outstanding Incentive Stock Options in whole or in part. If a Grantee dies within three-months after his retirement without having fully exercised any then outstanding Incentive Stock Options, the representative of his estate or beneficiaries thereof to whom the option has been transferred shall have the right during such three-month period to exercise such options in whole or in part. The number of shares of Stock in respect of which an Incentive Stock Option may be exercised after a Grantee's death shall be the number of shares in respect of which such option could be exercised as of the date of the Grantee's death or retirement, whichever occurs first. In no event may the period for exercising an Incentive Stock Option extend beyond the date on which such option would otherwise expire. (d) The Board may grant a leave of absence to any Grantee for purposes of continuing such Grantee's employment with the Corporation or its subsidiaries. 29 III. NON-QUALIFIED STOCK OPTION PROVISIONS 1. Granting of Stock Options. (a) Key Employees and Consultants of the Corporation shall be eligible to receive Non-Qualified Stock Options under the Plan. Directors of the Corporation, excluding members of the Committee, who are not also Employees shall also be eligible to receive Non-Qualified Stock Options. (b) The Committee shall determine and designate from time to time those Employees, Directors and Consultants who are to be granted Non-Qualified Stock Options and the amount subject to each Non-Qualified Stock Option. (c) The Committee may grant at any time new Non-Qualified Stock Options to an Employee, Director or Consultant who has previously received Non-Qualified Stock Options or other options, whether such prior Non-Qualified Stock Options or other options are still outstanding, have previously been exercised in whole or in part, or are canceled in connection with the issuance of new Non-Qualified Stock Options. (d) When granting a Non-Qualified Stock Option, the Committee shall determine the purchase price of the Stock subject thereto. Such price shall not be less than 100% of the Fair Market Value of such Stock on the date the Non-Qualified Stock Option is granted; provided, however, that in the event a Non-Qualified Stock Option is subject to stockholder approval, the date of grant of such Non-Qualified Stock Option for purposes of the Plan shall be the date of such stockholder approval. (e) The Committee, in its sole discretion, shall determine whether any particular Non-Qualified Stock Option shall become exercisable in one or more installments, specify the installment dates and determine the total period during which the Non-Qualified Stock Option is exercisable. The Committee may make provision for accelerated exercisability of Non-Qualified Stock Options in the event of the Optionee's death, disability or retirement or other events. Further, the Committee may make such other provisions as may appear generally acceptable or desirable to the Committee. (f) No Non-Qualified Stock Option shall be exercisable more than seven years from the date such option is granted. (g) The Committee may determine, at the time of granting a Non-Qualified Stock Option or thereafter, that such Non-Qualified Stock Option shall become fully exercisable as to all Stock subject to such Non-Qualified Stock Option in the event that a Change of Control occurs with respect to the Corporation. If the Committee finds that there is a reasonable possibility that, within the succeeding six months, a Change in Control will occur with respect to the Corporation, then 30 the Committee at its sole discretion may determine that any or all outstanding Non-Qualified Stock Options shall become fully exercisable as to all Stock subject to such Non-Qualified Stock Options. 2. Exercise of Stock Options. The option price of a Non-Qualified Stock Option shall be payable on exercise of the option (i) in cash or by check, bank draft or postal or express money order, (ii) by the surrender of Stock then owned by the Grantee, provided that the stock surrendered by the Grantee has been owned by the Grantee for at least six (6) months, or (iii) partially in accordance with clause (i) and partially in accordance with clause (ii) of this Paragraph. In no event shall payment of the exercise price of a Non-Qualified Stock Option be made by a promissory note or a loan by the Corporation. Shares of Stock so surrendered in accordance with clause (ii) or (iii) shall be valued at the Fair Market Value thereof on the date of exercise, surrender of such to be evidenced by delivery of the certificate(s) representing such shares in such manner, and endorsed in such form, or accompanied by stock powers endorsed in such form, as the Committee may determine. 3. Termination of Employment. (a) Except as otherwise provided by the Committee, if a Grantee's employment is terminated, a Director Grantee ceases to be a Director or a Consultant Grantee ceases to be a Consultant (other than by Disability or death), the term of any then outstanding Non-Qualified Stock Option held by the Grantee 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 of employment or cessation of being a Director or a Consultant, and such option shall be exercisable to the extent it was exercisable as of the date of termination of employment or cessation of being a Director or a Consultant. (b) If a Grantee's employment is terminated by reason of Disability, a Director Grantee ceases to be a Director by reason of Disability or a Consultant Grantee ceases to be a Consultant by reason of Disability, the term of any then outstanding Non-Qualified Stock Option held by the Grantee shall extend for a period ending on the earlier of the date on which such option would otherwise expire or three months after the Grantee's last date of employment or being a Director or Consultant, and such option shall be exercisable to the extent it was exercisable as of such last date of employment or cessation of being a Director or Consultant. (c) If a Grantee's employment is terminated by death or a Director Grantee ceases to be a Director or Consultant by reason of death, the representative of his estate or beneficiaries thereof to whom the option has been transferred shall have the right during the three-month period following his death to exercise any then outstanding Non-Qualified Stock Options in whole or in part. If a Grantee dies within three-months after his retirement without having fully exercised any then outstanding Non-Qualified Stock Options, the representative of his estate or beneficiaries thereof to whom the option has been transferred shall have the right during such three month period to exercise such options in whole or in part. The 31 number of shares of Stock in respect of which a Non-Qualified Stock Option may be exercised after a Grantee's death shall be the number of shares of Stock in respect of which such option could be exercised as of the date of the Grantee's death or retirement, whichever first occurs. In no event may the period for exercising a Non-Qualified Stock Option extend beyond the date on which such option would otherwise expire. (d) The Board may grant a leave of absence to any Grantee for purposes of continuing such Grantee's employment with the Corporation or its subsidiaries. IV. GENERAL PROVISIONS 1. Substitution of Options. In the event of a corporate merger or consolidation, or the acquisition by the Corporation of property or stock of an acquired corporation or any reorganization or other transaction qualifying under Section 425 of the Code, the Committee may, in accordance with the provisions of that Section, substitute options under this Plan for options under the plan of the acquired corporation provided (i) the excess of the aggregate fair market value of the shares subject to option immediately after the substitution over the aggregate option price of such shares is not more than the similar excess immediately before such substitution and (ii) the new option does not give the Employee additional benefits, including any extension of the exercise period. 2. Adjustment Provisions. (a) If the shares of Stock outstanding are changed in number or class by reason of a split-up, merger, consolidation, reorganization, reclassification, recapitalization, or any capital adjustment, including a stock dividend, or if any distribution is made to the holders of common stock other than a cash dividend, then (i) the aggregate number and class of shares or other securities that may be issued or transferred pursuant to Paragraph 3 and pursuant to Paragraph 7 of Part I, (ii) the number and class of shares or other securities which are issuable under outstanding Stock Options, and (iii) the purchase price to be paid per share under outstanding Stock Options shall be adjusted as provided hereinafter. (b) Adjustment under this Paragraph 2 shall be made in an equitable manner by the Committee, whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding, and conclusive. 32 3. General. (a) Each Stock Option shall be evidenced by a written instrument containing such terms and conditions, not inconsistent with this Plan, as the Committee shall approve. (b) The granting of a Stock Option in any year shall not give the Grantee any right to similar grants in future years or any right to be retained in the employ of the Corporation, and all Employees shall remain subject to discharge to the same extent as if the Plan were not in effect. (c) No Employee, and no beneficiary or other person claiming under or through him, shall have any right, title or interest by reason of any Stock Option to any particular assets of the Corporation, or any shares of Stock allocated or reserved for the purposes of the Plan or subject to any Stock Option except as set forth herein. The Corporation shall not be required to establish any fund or make any other segregation of assets to assure the payment of any Stock Option. (d) No right under the Plan shall be subject to anticipation, sale, assignment, pledge, encumbrance, or charge except by will or the law of descent and distribution, and a Stock Option shall be exercisable during the Grantee's lifetime only by the Grantee. (e) Notwithstanding any other provision of this Plan or agreements made pursuant thereto, the Corporation's obligation to issue or deliver any certificate or certificates for shares of Stock under a Stock Option, and the transferability of Stock acquired by exercise of a Stock Option, shall be subject to all of the following conditions: (i) Any registration or other qualification of such shares under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification which the Board shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; (ii) The obtaining of any other consent, approval, or permit from any state or federal governmental agency which the Board shall, in its absolute discretion upon the advice of counsel, determine to be necessary or advisable; and (iii) Each stock certificate issued pursuant to a Stock Option shall bear the following legend: "The transferability of this certificate and the shares of Stock represented hereby are subject to restrictions, terms and conditions contained in the Oxford Health Plans, Inc. 1991 Stock Option Plan, and an Agreement between the registered 33 owner of such Stock and Oxford Health Plans, Inc. A copy of the Plan and Agreement are on file in the office of the Secretary of Oxford Health Plans, Inc." (f) All payments to Grantees or to their legal representatives shall be subject to any applicable tax, community property, or other statutes or regulations of the United States or of any state having jurisdiction thereof. The Grantee may be required to pay to the Corporation the amount of any withholding taxes which the Corporation is required to withhold with respect to a Stock Option or its exercise. In the event that such payment is not made when due, the Corporation shall have the right to deduct, to the extent permitted by law, from any payment of any kind otherwise due to such person all or part of the amount required to be withheld. (g) In the case of a grant of a Stock Option to any Employee of a subsidiary of the Corporation, the Corporation may, if the Committee so directs, issue or transfer the shares, if any, covered by the Stock Option to the subsidiary, for such lawful consideration as the Committee may specify, upon the condition or understanding that the subsidiary will transfer the shares to the Employee in accordance with the terms of the provisions of the Plan. For purposes of this Section, a subsidiary shall mean any subsidiary corporation of the Corporation as defined in Section 425 of the Code. (h) A Grantee entitled to Stock as a result of the exercise of a Stock Option shall not be deemed for any purpose to be, or have rights as, a shareholder of the Corporation by virtue of such exercise, except to the extent a stock certificate is issued therefor and then only from the date such certificate is issued. No adjustments shall be made for dividends or distributions or other rights for which the record date is prior to the date such stock certificate is issued. The Corporation shall issue any stock certificates required to be issued in connection with the exercise of a Stock Option with reasonable promptness after such exercise. (i) The grant or exercise of Stock Options granted under the Plan shall be subject to, and shall in all respects comply with, applicable Delaware corporate law relating to such grant or exercise without regard to principles of conflicts of law. 34 EX-5 6 0006.txt OPINION LETTER EXHIBIT 5 August 2, 2000 Oxford Health Plans, Inc., 48 Monroe Turnpike Trumbull, Connecticut 06611 Dear Sirs: In connection with the registration under the Securities Act of 1933 (the "Act") of 300,000 shares (the "Levin Securities") of Common Stock, par value $.01 per share, of Oxford Health Plans, Inc., a Delaware corporation (the "Company"), to be issued by the Company under Jay Levin Stock Option Agreement, dated as of April 25, 2000 (the "Levin Stock Option Agreement"), by and between the Company and Jay Levin, and the registration under the Act of 4,800,000 shares (the "Plan Securities" and, together with the Levin Securities, the "Securities") of Common Stock, par value $.01 per share, of the Company to be issued by the Company under the Oxford Health Plans, Inc. 1991 Stock Option Plan, as amended (the "1991 Plan"), we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, we advise you that, in our opinion when the registration statement relating to the Securities (the "Registration Statement") has become effective under the Act, the terms of the sale of the Securities have been duly established in conformity with the Company's certificate of incorporation so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding on the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and the Securities have been duly issued and sold upon valid exercise of the options granted under the Levin Stock Option Agreement and to be granted under the 1991 Plan as contemplated by the Registration Statement, the Securities will be validly issued, fully paid and nonassessable. The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. 35 We have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ Sullivan & Cromwell 36 EX-15 7 0007.txt LETTER OF ERNST & YOUNG LLP EXHIBIT 15 Letter of Ernst & Young LLP re Unaudited Condensed Consolidated Interim Financial Information To Oxford Health Plans, Inc. We are aware of the incorporation by reference in the Registration Statement on Form S-8 of Oxford Health Plans, Inc. for the registration of 5,100,000 shares of its common stock of our report dated July 25, 2000 relating to the unaudited condensed consolidated interim financial statements of Oxford Health Plans, Inc. that are included in its Form 10-Q for the quarter ended June 30, 2000. /s/ Ernst & Young LLP New York, New York August 2, 2000 37 EX-23.A 8 0008.txt CONSENT OF KPMG LLP EXHIBIT 23(A) CONSENT OF KPMG LLP We consent to incorporation by reference in this Registration Statement on Form S-8 of Oxford Health Plans, Inc. of our reports dated February 23, 1998, relating to the consolidated statements of operations, shareholders' equity (deficit) and comprehensive earnings (loss), and cash flows of Oxford Health Plans, Inc. for the year ended December 31, 1997, and the related consolidated financial statement schedules, which reports appear in the December 31, 1999 annual report on Form 10-K of Oxford Health Plans, Inc. /s/ KPMG LLP Stamford, Connecticut August 2, 2000 38 EX-23.B 9 0009.txt LETTER OF CONSENT EXHIBIT 23(B) CONSENT OF ERNST & YOUNG LLP We consent to the incorporation by reference in the Registration Statement on Form S-8 of Oxford Health Plans, Inc. for the registration of up to 5,100,000 shares of Oxford Health Plans, Inc. common stock of our report dated February 10, 2000, except for the last paragraph of Notes 6 and 7 as to which the date is March 3, 2000, with respect to the consolidated financial statements and schedules of Oxford Health Plans, Inc. included in its Annual Report on Form 10-K for the year ended December 31, 1999, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP New York, New York August 2, 2000 39 -----END PRIVACY-ENHANCED MESSAGE-----