EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is made and entered into
this 1st day of July 2003, by and between PER-SE TECHNOLOGIES, INC., a Delaware
corporation (the "Company"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, a resident of the United
Kingdom (the "Executive").
Statement of Background Information
The Company provides business management outsourcing services to the
hospital-affiliated physician practice market, physicians in academic settings
and other large physician practices, including accounts receivable management,
clinical data collection, data input, medical coding, billing, contract
management and cash collections, plus physician practice management software as
an application service provider ("ASP") to physician practices (the "Physician
Services Business").
The Company also provides connectivity and revenue cycle management
solutions to healthcare providers and payers, including electronic claims
processing, referral submissions, eligibility verification and other electronic
and paper transaction processing, plus managed care solutions to payers in ASP,
turnkey or outsourced formats (the "e-Health Solutions Business").
The Company also provides enterprise-wide financial, clinical and
administrative software to acute care healthcare organizations, including
clinical information software, patient financial management software, and
patient and staff scheduling systems, (the "Application Software Business") (the
Physician Services Business, the e-Health Solutions Business, the Application
Software Business and any other distinct business segment in which the Company
engages during Executive's employment are collectively referred to herein as the
"Business").
In consideration of the mutual covenants, promises and conditions set
forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Employment. Subject to Executive obtaining the necessary work
clearances from the Bureau of Citizenship and Immigration Services and
the U.S. Department of State, the Company hereby employs Executive and
Executive hereby accepts such employment upon the terms and conditions
set forth in this Agreement.
2. Duties of Executive. Executive's title will be Senior Vice President
of the Company and President of the Company's e-Health Solutions
Division. Executive agrees to perform and discharge such other duties
as may be assigned to Executive from time to time by the Company to the
reasonable satisfaction of the Company, and such duties will be
consistent with those duties regularly and customarily assigned by the
Company to a senior executive of the Company. Executive also agrees to
comply with all of the Company's policies, standards and regulations as
promulgated by the officers of the Company, and to follow the
instructions and directives of the Board of Directors and the President
and the Chief Executive Officer of the Company. Executive will devote
Executive's full professional and business-related time, skills and
best efforts to such duties and will not, during the term of this
Agreement, be
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engaged (whether or not during normal business hours) in any other
business or professional activity, whether or not such activity is
pursued for gain, profit or other pecuniary advantage, without the
prior written consent of the Chairman, President and Chief Executive
Officer of the Company, which consent will not be unreasonably
withheld. This Section will not be construed to prevent Executive from
(a) investing personal assets in businesses which do not compete with
the Company in such form or manner that will not require any services
on the part of Executive in the operation or the affairs of the
companies in which such investments are made and in which Executive's
participation is solely that of an investor; (b) purchasing securities
in any corporation whose securities are listed on a national securities
exchange or regularly traded in the over-the-counter market, provided
that Executive at no time owns, directly or indirectly, in excess of
one percent (1%) of the outstanding stock of any class of any such
corporation engaged in a business competitive with that of the Company;
or (c) participating in conferences, preparing and publishing papers or
books or teaching, so long as the Chairman, President and Chief
Executive Officer of the Company approves such participation,
preparation and publication or teaching prior to Executive's engaging
therein.
3. Term. The term of this Agreement will be for a one (1) year period of
time, commencing as of the date hereof and expiring on the 1st
anniversary hereof, subject to earlier termination as provided for in
Section 4 of this Agreement. This Agreement shall be automatically
renewed for successive one (1) year periods at the end of the initial
one-year term, unless either party gives written notice to the other of
its intent to terminate this Agreement not less than sixty (60) days
prior to commencement of any such one-year renewal period. In the event
such notice to terminate is properly and timely given, this Agreement
shall terminate at the end of the initial term or the one-year renewal
period in which such notice is given.
4. Termination.
(a) Termination by Company for Cause. Notwithstanding anything
contained in Section 3 to the contrary, the Company may terminate this
Agreement and all of its obligations hereunder immediately if any of
the following events occur:
(i) Executive materially breaches any of the terms or
conditions set forth in this Agreement and fails to cure such
breach within ten (10) days after Executive's receipt from the
Company of written notice of such breach (notwithstanding the
foregoing, no cure period shall be applicable to breaches by
Executive of Sections 6, 7 or 8 of this Agreement);
(ii) Executive commits any other act materially detrimental to
the business or reputation of the Company;
(iii) Executive commits or is convicted of any crime involving
fraud, deceit or moral turpitude; or
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(iv) Executive dies or becomes mentally or physically
incapacitated or disabled so as to be unable to perform
Executive's duties under this Agreement. Without limiting the
generality of the foregoing, Executive's inability adequately
to perform services under this Agreement for a period of sixty
(60) consecutive days will be conclusive evidence of such
mental or physical incapacity or disability, unless such
inability adequately to perform services under this Agreement
is pursuant to a mental or physical incapacity or disability
covered by the Family Medical Leave Act, in which case such
sixty (60)-day period shall be extended to a one hundred and
twenty (120)-day period.
(b) Termination by Company Without Cause. Notwithstanding anything
contained in Section 3 to the contrary, the Company may terminate
Executive's employment pursuant to this Agreement without cause upon at
least thirty (30) days' prior written notice to Executive. In the event
Executive's employment with the Company is terminated by the Company
without cause, Executive shall be entitled to severance consideration
equal to the greater of (i) salary continuation at Executive's
then-current monthly salary (this severance consideration does not
include the right to receive any incentive bonus payments) for THE
number of months remaining in the initial or any extended term of this
Agreement, and (ii) twelve (12). In addition, the Company shall pay to
Executive monthly an amount equal to the difference between the monthly
cost to Executive of medical, dental and vision coverage at the levels
at which Executive is participating on the date of termination and the
monthly cost to Executive of COBRA coverage for the greater of (y) the
number of months remaining in the initial or any extended term of this
Agreement, and (z) twelve (12).
(c) Termination by Executive With Good Reason. Except as set forth in
Paragraph (d) below, in the event Executive elects to voluntarily
terminate his employment following the occurrence of events
constituting "Good Reason" for his voluntary termination of employment,
Executive shall be entitled to the severance consideration specified in
Paragraph 4(b) above. For purposes of this Agreement, "Good Reason" is
defined as (i) a reduction of greater than 10% in Executive's annual
base salary; (ii) a change in Executive's work location to a work
location more than 50 miles from Executive's existing work location in
the United States, except for required travel on the Company's business
to an extent consistent with Executive's then current business travel
obligations; (iii) an assignment to any duties inconsistent in any
material adverse respect with Executive's current position, duties or
responsibilities, other than an insubstantial and inadvertent act that
is remedied by the Company promptly after receipt of written notice
thereof given by Executive; (iv) the failure by the Company to continue
any material benefit or compensation plan in which Executive is
participating unless Executive is provided with comparable benefits; or
(v) the material breach by the Company of any of the terms and
conditions set forth in this Agreement, after written notice and a ten
(10) day opportunity to cure has been given to the Company.
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(d) Change in Control. In the event there is a Change in Control (as
defined herein) of the Company, and (A) Executive's employment is
terminated by the Company without cause within one (1) year following
any such Change in Control; (B) if Executive's employment is terminated
by the Company at the request of or pursuant to an agreement with a
third party who has taken steps reasonably calculated to effect a
Change in Control; (C) if Executive's employment is terminated by the
Company in connection with or in anticipation of a Change in Control;
(D) if Executive voluntarily terminates his employment for Good Reason
(as defined above in Paragraph (c)) within one (1) year following any
such Change in Control; or (E) if Executive voluntarily terminates his
employment for Good Reason within one (1) year following any action
taken by the Company at the request of or pursuant to an agreement with
a third party who has taken steps reasonably calculated to effect a
Change in Control or any action taken by the Company in connection with
or in anticipation of a Change in Control, in each case which action
constitutes Good Reason, then Executive will be entitled to receive a
severance payment equal to one (1) year of salary continuation at his
then current base salary, or the payments due and owing to him under
the remaining term of the agreement, whichever is greater. For purposes
of this Agreement, a "Change in Control" of the Company shall be deemed
to occur upon any of the following:
(i) a consolidation or merger of the Company with or into any
other corporation, or any other entity or person, other than a
wholly-owned subsidiary of the Company, excluding any
transaction in which the shares of the Company's common stock
outstanding immediately prior to any such consolidation or
merger represents immediately thereafter more than 50% of the
combined voting power of the resulting entity after the
transaction;
(ii) any corporate reorganization, including an exchange
offer, in which the Company shall not be the continuing or
surviving entity resulting from such reorganization, excluding
any transaction in which the shares of the Company's common
stock outstanding immediately prior to any such reorganization
represents immediately thereafter more than 50% of the
combined voting power of the resulting entity after the
transaction; or
(iii) the sale of a substantial portion of the Company's
assets, which shall be deemed to occur on the date that any
one person, or more than one person acting as a group,
acquires (or has acquired during the 12-month period ending on
the date of the most recent acquisition by such person or
persons) assets from the Company that (a) have a total fair
market value equal to more than 50% of the total fair market
value of all the assets of the Company immediately prior to
such acquisition or acquisitions, or (b) represents a majority
of the common stock of any (1) subsidiary of the Company, the
revenues of which, in the most recent fiscal year, represent
more than 75% of the consolidated gross revenues of the
Company and its subsidiaries. Notwithstanding the foregoing, a
transfer of assets or common stock in a subsidiary by the
Company will not be treated as a sale of a substantial portion
of the Company's assets if the assets are transferred to an
entity, 50% or more of the total value or voting power of
which is owned, directly or indirectly, by the Company.
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5. Compensation and Benefits.
(a) Annual Salary. During the term of this Agreement and for all
services rendered by Executive under this Agreement, the Company will
pay Executive a base salary of Two Hundred Twenty-Five Thousand Dollars
($225,000.00) per annum to be paid in accordance with the Company's
regular payroll practices. Such base salary will be subject to
adjustments by any increases given in the normal course of business.
(b) Incentive Compensation. Executive shall be eligible to participate
in the current Per-Se Technologies, Inc. and Subsidiary Corporations
Incentive Compensation Plan (and any comparable future incentive
compensation plans during the term of this Agreement) at a
participation category of up to Eighty Percent (80%) of Executive's
then current annual base salary, payable at the sole discretion of the
Board of Directors of the Company; provided, however, that Executive's
incentive compensation for fiscal year 2003 shall be pro-rated based on
the number of months Executive is employed by the Company during fiscal
year 2003 and shall not be discretionary.
(c) Stock Options. Effective as of the date of this Agreement, or as
soon as reasonably practicable thereafter, and subject to the approval
of the Compensation Committee of the Company's Board of Directors (the
"Compensation Committee"), the Company will issue to Executive,
effective as of the date approved by the Compensation Committee,
options to purchase Two Hundred Ninety Thousand (290,000) shares of the
Company's Common Stock pursuant to the Second Amended and Restated
Per-Se Technologies, Inc. Non-Qualified Stock Option Plan, as amended
(the "Executive Stock Option Plan"). Such options will vest at the rate
of twenty percent (20%) per year over a five-year period beginning on
the date of grant, and will be subject in all respects to the terms and
conditions of the Executive Stock Option Plan, except that the
provisions of Section 4(c) thereof, pursuant to which the unexercised
portion of outstanding options become fully vested and immediately
exercisable upon the occurrence of certain "Change of Control" events
(as defined in the Executive Stock Option Plan), will not apply until
Executive's completion of two (2) years of service with the Company.
Executive shall be considered for additional grants of stock options in
a manner that is consistent with other senior officers of the Company;
however, nothing in this Agreement shall give Executive a contractual
right to receive such additional grants. Further, the Company has no
obligation to Executive to create parity with any other Company
executive or executives with respect to any stock options granted to
such other executives.
(d) Other Benefits. Executive will be entitled to such fringe benefits
as may be provided from time-to-time by the Company to its Executives,
including, but not limited to, participation in the Company's 401k
plan, group health insurance, life and disability insurance, vacations
and any other fringe benefits, in each case as now or hereafter
provided by the Company to its executives, if and when Executive meets
the eligibility requirements for any such benefit. The Company reserves
the right to change or discontinue any employee benefit plans or
programs now being offered to its employees; provided, however, that
all benefits provided for executives of the same position and status as
Executive will be provided to Executive on a comparable basis.
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(e) Business Expenses. Executive will be reimbursed for all reasonable
expenses incurred in the discharge of Executive's duties under this
Agreement pursuant to the Company's standard reimbursement policies.
(f) Withholding. The Company will deduct and withhold from the payments
made to Executive under this Agreement, state and federal income taxes,
FICA and other amounts normally withheld from compensation due
employees.
(g) Relocation Assistance. Within 60 (sixty) days of the date on which
Executive obtains the necessary work clearances from the Bureau of
Citizenship and Immigration Services and the U.S. Department of State
referred to in Section 1, the Company shall make a one-time lump sum
payment to Executive in the amount of $75,000 (Seventy Five Thousand
Dollars) to assist Executive in relocating himself and his family to
the State of Georgia (the "Relocation Payment"), plus an additional
amount (the "Gross-Up Payment") such that the net amount retained by
Executive after deduction of applicable taxes from such payments shall
be equal to the full amount of the Relocation Payment. In the event of
termination of Executive's employment by Executive for any reason
before the 2nd anniversary of this Agreement, Executive shall refund
the full amount of the Relocation Payment to the Company within 60
(sixty) days of such termination.
6. Non-Disclosure of Proprietary Information. Executive recognizes and
acknowledges that the Trade Secrets (as defined below) and Confidential
Information (as defined below) of the Company and its affiliates and
all physical embodiments thereof (as they may exist from time-to-time,
collectively, the "Proprietary Information") are valuable, special and
unique assets of the Company's and its affiliates' businesses.
Executive further acknowledges that access to such Proprietary
Information is essential to the performance of Executive's duties under
this Agreement. Therefore, in order to obtain access to such
Proprietary Information, Executive agrees that, except in connection
with performing duties assigned to him by the Company, Executive shall
hold in confidence all Proprietary Information and will not reproduce,
use, distribute, disclose, publish or otherwise disseminate any
Proprietary Information, in whole or in part, and will take no action
causing, or fail to take any action necessary to prevent causing, any
Proprietary Information to lose its character as Proprietary
Information, nor will Executive make use of any such information for
Executive's own purposes or for the benefit of any person, firm,
corporation, association or other entity (except the Company and its
subsidiaries) under any circumstances.
For purposes of this Agreement, the term "Trade Secrets" means
information, without regard to form, including, but not limited to, any
technical or non-technical data, formula, pattern, compilation,
program, device, method, technique, drawing, process, financial data,
financial plan, product plan, list of actual or potential customers or
suppliers, or other information similar to any of the foregoing, which
is not commonly known by or available to the public and (i) derives
economic value, actual or potential, from not being generally known to,
and not being readily ascertainable by proper means by, other persons
who can derive economic value from its disclosure or use, and (ii) is
the subject of efforts that are reasonable under the
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circumstances to maintain its secrecy. For purposes of this Agreement,
the term "Trade Secrets" does not include information that Executive
can show by competent proof (i) was known to Executive and reduced to
writing prior to disclosure by the Company (but only if Executive
promptly notifies the Company of Executive's prior knowledge); (ii) was
generally known to the public at the time the Company disclosed the
information to Executive; (iii) became generally known to the public
after disclosure by the Company through no act or omission of
Executive; or (iv) was disclosed to Executive by a third party having a
bona fide right both to possess the information and to disclose the
information to Executive. The term "Confidential Information" means any
information of the Company, other than trade secrets, which is valuable
to the Company and not generally known to competitors of the Company.
The provisions of this Section 6 will apply to Trade Secrets for so
long as such information remains a trade secret and to Confidential
Information during Executive's employment with the Company and for a
period of two (2) years following any termination of Executive's
employment with the Company for whatever reason.
7. Covenants.
A. Non-Competition Covenant. During Executive's employment by the
Company Executive will be a member of the Company's executive
management team. Executive agrees that during his employment and for a
period of two (2) years following any termination of Executive's
employment for whatever reason, Executive will not, directly or
indirectly, on Executive's own behalf or in the service of or on behalf
of any other individual or entity, compete with the Company within the
Geographical Area (as hereinafter defined). The term "compete" means to
engage in, have any equity or profit interest in, make any loan to or
for the benefit of, or render services of any marketing, management,
sales, administrative, supervisory or consulting nature, directly or
indirectly, on Executive's own behalf or in the service of or on behalf
of any other individual or entity, either as a proprietor, employee,
agent, independent contractor, consultant, director, officer, partner
or stockholder (other than a stockholder of a corporation listed on a
national securities exchange or whose stock is regularly traded in the
over-the-counter market, provided that Executive at no time owns,
directly or indirectly, in excess of one percent (1%) of the
outstanding stock of any class of any such corporation) any business
which provides Business products or services. For purposes of this
Agreement, the term "Geographical Area" means the territory located
within a seventy-five (75) mile radius of each facility for which
Executive has management responsibility during Executive's employment
with the Company.
B. Non-Solicitation of Clients Covenant. Executive agrees that during
Executive's employment by the Company and for a period of two (2) years
following the termination of Executive's employment for whatever
reason, Executive will not, directly or indirectly, on Executive's own
behalf or in the service of or on behalf of any other individual or
entity, divert, solicit or attempt to divert or solicit any individual
or entity (i) who is a client of the Company at any time during the six
(6)-month period prior to Executive's termination of employment with
the Company ("Client"), or was actively sought by the Company as a
prospective client, and (ii) with whom Executive had material contact
while employed by the Company, to provide Business services or products
to such Clients or prospects.
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C. Construction. The parties hereto agree that any judicial authority
construing all or any portion of this Section 7 or Section 8 below may,
if it chooses, sever any portion of the Geographical Area, client base,
prospective relationship or prospect list or any prohibited business
activity from the coverage of such Section and to apply the provisions
of such Section to the remaining portion of the Geographical Area, the
client base or the prospective relationship or prospect list, or the
remaining business activities not so severed by such judicial
authority. In addition, it is the intent of the parties that the
judicial authority may, if it chooses, replace each such severed
provision with a provision as similar in terms to such severed
provision as may be possible and be legal, valid and enforceable. It is
the intent of the parties that Sections 7 and 8 be enforced to the
maximum extent permitted by law. In the event that any provision of
either such Section is determined not to be specifically enforceable,
the Company shall nevertheless be entitled to bring an action to seek
to recover monetary damages as a result of the breach of such provision
by Executive.
8. Non-Solicitation of Employees Covenant. Executive further agrees and
represents that during Executive's employment by the Company and for a
period of two (2) years following any termination of Executive's
employment for whatever reason, Executive will not, directly or
indirectly, on Executive's own behalf or in the service of, or on
behalf of any other individual or entity, divert or solicit, or attempt
to divert or solicit, to or for any individual or entity which is
engaged in providing Business services or products, any person employed
by the Company, whether or not such employee is a full-time employee or
temporary employee of the Company, whether or not such employee is
employed pursuant to written agreement and whether or not such employee
is employed for a determined period or at-will.
9. Existing Restrictive Covenants. Executive represents and warrants that
Executive's employment with the Company does not and will not breach
any agreement which Executive has with any former employer or other
individual or entity to keep in confidence confidential information or
not to compete with any such former employer. Executive will not
disclose to the Company or use on its behalf any confidential
information of any other party required to be kept confidential by
Executive.
10. Return of Proprietary Information. Executive acknowledges that as a
result of Executive's employment with the Company, Executive may come
into the possession and control of Proprietary Information, such as
proprietary documents, drawings, specifications, manuals, notes,
computer programs, or other proprietary material. Executive
acknowledges, warrants and agrees that Executive will return to the
Company all such items and any copies or excerpts thereof, in any form
or medium, and any other properties, files or documents obtained as a
result of Executive's employment with the Company, immediately upon the
termination of Executive's employment with the Company.
11. Proprietary Rights. During the course of Executive's employment with
the Company, Executive may make, develop or conceive of useful
processes, machines, compositions of matter, computer software,
algorithms, works of authorship expressing such algorithm, or any other
discovery, idea, concept, document or improvement which relates to or
is useful to
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the Company's Business (the "Inventions"), whether or not subject to
copyright or patent protection, and which may or may not be considered
Proprietary Information. Executive acknowledges that all such
Inventions will be "works made for hire" under United States copyright
law and will remain the sole and exclusive property of the Company.
Executive also hereby assigns and agrees to assign to the Company, in
perpetuity, all right, title and interest Executive may have in and to
such Inventions, including without limitation, all copyrights, and the
right to apply for any form of patent, utility model, industrial design
or similar proprietary right recognized by any state, country or
jurisdiction. Executive further agrees, at the Company's request and
expense, to do all things and sign all documents or instruments
necessary, in the opinion of the Company, to eliminate any ambiguity as
to the ownership of, and rights of the Company to, such Inventions,
including filing copyright and patent registrations and defending and
enforcing in litigation or otherwise all such rights.
Executive will not be obligated to assign to the Company any Invention
made by Executive while in the Company's employ which does not relate
to any business or activity in which the Company is or may reasonably
be expected to become engaged, except that Executive is so obligated if
the same relates to or is based on Proprietary Information to which
Executive will have had access during and by virtue of Executive's
employment or which arises out of work assigned to Executive by the
Company. Executive will not be obligated to assign any Invention which
may be wholly conceived by Executive after Executive leaves the employ
of the Company, except that Executive is so obligated if such Invention
involves the utilization of Proprietary Information obtained while in
the employ of the Company. Executive is not obligated to assign any
Invention which relates to or would be useful in any business or
activities in which the Company is engaged if such Invention was
conceived and reduced to practice by Executive prior to Executive's
employment with the Company.
12. Remedies. Executive agrees and acknowledges that the violation of any
of the covenants or agreements contained in Sections 6, 7, 8, 9, 10 and
11 of this Agreement would cause irreparable injury to the Company,
that the remedy at law for any such violation or threatened violation
thereof would be inadequate, and that the Company will be entitled, in
addition to any other remedy, to temporary and permanent injunctive or
other equitable relief without the necessity of proving actual damages
or posting a bond. Executive further agrees and acknowledges that for
the purpose of such covenants and agreements and any such remedy the
term "Company" in such Sections encompasses the Company and its
subsidiaries.
13. Notices. Any notice or communication under this Agreement will be in
writing and sent by registered or certified mail addressed to the
respective parties as follows:
If to the Company: If to Executive:
▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
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copy to: General Counsel England
or such other address or agent as may be hereafter designated in
writing by either party hereto. All such notices shall be deemed given
on the date personally delivered or mailed.
14. Severability. Subject to the application of Section 7(C) to the
interpretation of Sections 7 and 8, in case one or more of the
provisions contained in this Agreement is for any reason held to be
invalid, illegal or unenforceable in any respect, the parties agree
that it is their intent that the same will not affect any other
provision in this Agreement, and this Agreement will be construed as if
such invalid or illegal or unenforceable provision had never been
contained herein. It is the intent of the parties that this Agreement
be enforced to the maximum extent permitted by law.
15. Entire Agreement. This Agreement embodies the entire agreement of the
parties relating to the subject matter of this Agreement and supersedes
all prior agreements, oral or written, regarding the subject matter
hereof. No amendment or modification of this Agreement will be valid or
binding upon the parties unless made in writing and signed by the
parties.
16. Binding Effect. This Agreement will be binding upon the parties and
their respective heirs, representatives, successors, transferees and
permitted assigns.
17. Assignment. This Agreement is one for personal services and will not be
assigned by Executive. The Company may assign this Agreement to any of
its subsidiaries or affiliated companies; provided that the parent or
any subsidiary or affiliate fulfills the obligations of the Company
under this Agreement.
18. Governing Law. This Agreement is entered into and will be interpreted
and enforced pursuant to the laws of the State of Georgia. The parties
hereto hereby agree that the appropriate forum and venue for any
disputes between any of the parties hereto arising out of this
Agreement shall be any federal court in the state where the Company has
its principal place of business and each of the parties hereto hereby
submits to the personal jurisdiction of any such court. The foregoing
shall not limit the rights of any party to obtain execution of judgment
in any other jurisdiction. The parties further agree, to the extent
permitted by law, that a final and non-appealable judgment against
either of them in any action or proceeding contemplated above shall be
conclusive and may be enforced in any other jurisdiction within or
outside the United States by suit on the judgment, a certified
exemplified copy of which shall be conclusive evidence of the fact and
amount of such judgment.
19. Indemnification. Executive shall be entitled to indemnification by the
Company as provided for in the Company's Restated Certificate of
Incorporation and Restated By-laws.
20. Surviving Terms. Sections 6, 7, 8, 9, 10, 11 and 12 of this Agreement
shall survive any termination of this Agreement.
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21. Conditions Precedent. This Agreement shall not be effective until duly
executed by Executive and by the Chairman, President and Chief
Executive Officer of the Company. This Agreement, with the exception of
the provisions of Section 6 ("Non-Disclosure of Proprietary
Information"), shall be null and void in the event Executive has not
obtained within 60 (sixty) days from the date of this Agreement the
necessary work clearances from the Bureau of Citizenship and
Immigration Services and the U.S. Department of State referred to in
Section 1.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
COMPANY: EXECUTIVE:
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------- --------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman, President
and Chief Executive Officer
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EXHIBIT A
INVENTIONS
Executive represents that there are no Inventions.
/s/ PJJ
--------------------------
Executive's Initials
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