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Exhibit
10.1
eHealthInsurance Services,
Inc.
EMPLOYMENT
AGREEMENT
This Employment Agreement
(“Agreement”) is made and entered into as of the 6th
day of June, 2007 (“Effective Date”) by and between
eHealthInsurance Services, Inc. , a Delaware corporation
having its principal place of business in Mountain View,
California, its parent company, subsidiaries, affiliates,
successors or assigns (together the “Company”), and
Robert Fahlman , an individual
(“Fahlman”).
1. Employment Status.
Effective June 6, 2007 (the “Resignation Date”),
Fahlman hereby resigns his present position of employment with the
Company, as set forth in the offer letter issued to and signed by
Fahlman on March 24, 2000. On the Resignation Date, the
March 24, 2000 offer letter executed by Fahlman shall
terminate and have no force and effect. On June 7, 2007 (the
“Rehire Date”), the Company will hire Fahlman as a
part-time employee with the title of Licensed Writing Agent, and
this Agreement shall govern the terms and conditions of
Fahlman’s employment.
2. Services and
Compensation.
(a) Services .
Commencing on the Rehire Date, Fahlman agrees to perform any and
all tasks requested by the Company to transition his duties to his
successor(s) within the Company (the “Services”).
Without limiting the foregoing, Services do not include any time
spent or expenses incurred by Fahlman for non-transition matters,
such as in connection with lawsuits, including the lawsuit entitled
Peter S. Mikhail v. Aetna Life Insurance Company; Robert
Fahlman , Los Angeles Superior Court Case No. BC371235 (the
“Lawsuit”). Fahlman agrees that he will not sign any
documents or contracts on behalf of the Company unless specifically
requested to do so by the Company.
(b) Administration of the
Services . The parties do not currently anticipate that the
Services performed by Fahlman will exceed one (1) hour per
week. Notwithstanding the foregoing sentence, there is no minimum
time expected on a per week or per month basis. Fahlman understands
and agrees that he shall not perform Services for thirty
(30) or more hours in any given week (and therefore become
eligible for benefits) without the express written authorization of
the Executive Vice President of Business Operations. Fahlman will
reasonably determine the amount of time necessary to ensure timely
and professional completion of the Services. The means and methods
utilized by Fahlman in performing the Services shall be consistent
with the Company’s requests and business needs.
(c) Compensation . In
exchange for the Services, the Company will pay Fahlman $165.00 per
hour, less legally required deductions and withholdings, for time
spent by Fahlman performing Services requested by the Company (the
“Wages”). Fahlman will submit monthly timesheets to the
Company itemizing the time spent by Fahlman performing Services
during the relevant month. Wages will be paid to Fahlman within
thirty (30) days of the Company’s receipt of each
timesheet. The Company will continue to pay the premiums for
Fahlman’s medical, dental and vision insurance benefits
through June 30, 2007 . Thereafter, Fahlman will not be
eligible for Company benefits.
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(d) Stock Options .
Fahlman and the Company acknowledge and agree that (i) as of
the Resignation Date, all stock options previously granted to
Fahlman shall cease vesting; (ii) as of the Resignation Date,
Fahlman will have 64,011 shares of unvested common stock subject to
stock options and that such stock options shall expire and
terminate with respect to such unvested shares on the Resignation
Date; (iii) as of the Effective Date, Fahlman has 26,093
shares of vested common stock subject to unexercised stock options,
and this number is subject to decrease if Fahlman exercises vested
options between the Effective Date and the Resignation Date;
(iv) except as otherwise set forth in this Section 2(d),
Fahlman holds (either directly or indirectly) no equity interest in
the Company or right to receive such equity interest; and
(v) any and all vested and unexercised options shall remain
exercisable by Fahlman for three (3) months after the
Resignation Date and shall terminate and be cancelled on such date.
Fahlman acknowledges and agrees that under the terms of any
applicable Stock Option Plan or Stock Option Agreement, his
“Service” (as defined therein) shall cease on the
Resignation Date notwithstanding employment by the Company on or
after the Rehire Date pursuant to this Agreement. Fahlman further
acknowledges and agrees that will not be granted any stock option
grants or other Company equity after the Rehire Date.
(e) Expenses . The
Company shall reimburse Fahlman for all reasonable expenses
incurred by Fahlman in performing Services pursuant to this
Agreement, provided Fahlman receives prior written consent from the
Company’s Executive Vice President of Business Operations
prior to incurring such expenses.
3. Term;
Termination.
(a) Term. This
Agreement will commence on the Effective Date and will continue
until the transition of Fahlman’s status as a Company
licensed writing agent to another employee of the Company for all
required insurance carriers is com
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