Employment Separation Agreement (2008)Full Document 

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     This EMPLOYMENT SEPARATION AGREEMENT (this “Agreement”) is made by and between Healthaxis, Ltd., a Texas limited partnership (the “Company”) and an indirect wholly owned subsidiary of HealthAxis Inc., a Pennsylvania corporation (the “Parent”), and Lawrence F. Thompson (“Thompson”), as of the 10th day of March, 2008.
     WHEREAS, Healthaxis and Thompson are parties to that certain Employment Agreement dated as of May 13, 2005, as amended by that Certain First Amendment to Employment Agreement dated as of April 20, 2007 (collectively, the “Employment Agreement”) which sets forth, among other things, the terms and conditions pursuant to which Healthaxis or its successor will continue to employ Thompson and/or the amount of certain payments that would be made to Thompson upon certain events;
     WHEREAS, the Company and Thompson have mutually agreed to terminate the Employment Agreement and Thompson’s employment with the Company on the terms provided in this Agreement.
     NOW, THEREFORE, 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, Healthaxis and Thompson do hereby agree as follows:
1. Termination of Employment Agreement and Thompson’s Employment. The Company and Thompson hereby agree that effective as of March 10, 2008, the Employment Agreement is terminated and shall be of no further force or effect, and this Agreement shall hereafter govern the relative rights, duties and obligations of the parties. In addition, effective as of March 15, 2008 (the “Termination Date”), Thompson’s employment with the Company is hereby terminated by mutual agreement. Following the Termination Date, Thompson will cooperate with the Company regarding outstanding business opportunities or issues to the extent reasonably requested by the Company.
2. Severance and Other Post-Termination Payments and Rights. Thompson will receive his normal base salary through the Termination Date, and a maximum of 80 hours of accrued but unused vacation pay per the standard vacation policy. In addition, Thompson will be entitled to receive the following additional post-termination payments and benefits:
(a) Severance Pay. Thompson will be paid a total of $100,000 in severance payable in twelve (12) equal semi-monthly installments of $8,333.33 beginning on March 31, 2008, and continuing thereafter on the 15th and the last day of each month through the final payment date on September 15, 2008. These severance payments will be subject to normal tax withholding and for Thompson’s portion of the medical/dental benefits to the extent continued under Subsection 2(c) below. Upon Thompson’s execution and delivery to human resources of the appropriate election form, 401(k) plan deductions will no longer be made;



(b) Final Commission Payment. On March 31, 2008, Thompson will receive a final commission payment of $9,375 (subject to normal tax withholding). This negotiated payment amount shall be final, and is in lieu of any other post-termination commissions and/or accrued but unpaid minimum guaranteed commission or bonus due or to become due under the Employment Agreement and/or the Company’s sales compensation plan. Thompson expressly acknowledges and agrees that no other past or future bonuses or commissions are owed to him or will be claimed by him on any basis.
(c) Benefits Continuation. The following benefits will be continued until the first to occur of either (x) six (6) months from the Termination Date, or (y) the date Thompson becomes eligible for a similar benefit offered through a subsequent employer:
(i) Health and Dental Insurance. To the extent permitted by the specific benefit plan, Thompson will continue to be covered under the Company’s health and dental plans to the extent of coverage on the Termination Date, and subject to the normal withholding for an amount equal to the standard “employee contribution amount” for

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