1
EXHIBIT 99(c)(28)
AMENDMENT TO EXECUTIVE SEVERANCE
BENEFITS AGREEMENT
This Amendment (the "AMENDMENT") to that certain Executive Severance
Benefits Agreement entered into between ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("EXECUTIVE") and Oacis
Healthcare Systems, Inc. ("OHS") and Oacis Healthcare Holdings Corp. ("OHC," or
collectively with OHS, the "COMPANY") on October 13, 1998 (the "AGREEMENT") is
entered into this 20th day of February 1999 between Executive and the Company.
This Amendment is intended to amend the Agreement to provide certain
compensation and benefits to Executive in the event a sale of the Company to
Science Applications International Corporation ("SAIC") is consummated, which
compensation and benefits are different from the compensation and benefits to
which Executive might otherwise be entitled under the Agreement. Defined terms
in this Amendment have the same meaning they are given in the Agreement.
The Company and Executive hereby agree as follows:
1. The Agreement is hereby amended to add a new Section 2.6 to the
Agreement as follows:
2.6 Anything in the Agreement to the contrary notwithstanding, in
the event a sale of the Company to SAIC is consummated and Executive's
employment is terminated due to an Involuntary Termination Without Cause or a
Constructive Termination with the time period set forth in Section 2.1 of the
Agreement (the "SALE");
(a) Sections 2.2, 2.3 and 2.4 of the Agreement shall have no
force or effect and Executive shall not be entitled to any of the severance
benefits set forth in those sections;
(b) The Company shall pay to Executive, in lump sum, severance in
the gross amount of $325,000.00, less all required tax withholding, within
thirty (30) days of the closing of the Sale;
(c) Provided that Executive elects continued coverage under
federal COBRA law, the Company shall pay the premiums of Executive's group
health insurance coverage, including coverage for Executive's eligible
dependents, for up to twelve (12) months or until the effective date of
Executive's coverage by a health plan of a subsequent employer, whichever occurs
first. For the balance of the period that Executive is entitled to coverage
under federal
1
2
COBRA law, Executive shall be entitled to maintain such coverage at Executive's
own expense.
2. Except as amended by Paragraph 1 of this Amendment, this Agreement
remains in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment on the date
set forth above.
OACIS HEALTHCARE SYSTEMS, INC. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: /s/ ▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------- -------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇
---------------------------------
Title: Chief Executive Officer
--------------------------------
OACIS HEALTHCARE HOLDINGS CORP.
By: /s/ ▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇
---------------------------------
Title: Chief Executive Officer
--------------------------------
2