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EXHIBIT 10.7
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") by and between INFOCURE
CORPORATION, a Delaware corporation ("Company") and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
("Executive") is hereby entered into as of the second (2nd) day of August, 1999
(the "Effective Date").
WHEREAS, Company is engaged in the business of providing practice
management software products and related services that address the needs of
health care providers to manage and communicate administrative, practice
management and clinical applications designed to meet the information
requirements of the vast majority of medical specialties and office-based
health care practices in the United States (the "Business"); and
WHEREAS, Executive desires to be employed by Company and Company
desires to employ, and assure itself of the continued services of, Executive on
the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises, terms,
covenants and conditions set forth herein and the performance of each, it is
hereby agreed as follows:
1. Employment and Duties.
A. Company shall employ Executive as Chief Financial
Officer during the term of his employment as set forth in this Agreement and
Executive hereby accepts such employment. Executive shall report to the
President and Board of Directors of Company and shall have duties and
responsibilities as set forth on EXHIBIT A and/or as may be assigned, from time
to time, by the President and Board of Directors of Company (the "Duties").
B. The Executive shall devote approximately forty (40)
hours per week to the performance of his duties hereunder. Neither the
foregoing nor any other provision of this Agreement is intended or shall be
construed as preventing Executive from devoting his time and effort to
charitable, community activities and other business non-competitive to the
Business, substantially to the same extent as he has devoted time and effort
prior to the date of this Agreement provided that such involvement with such
activities does not materially interfere with the performance of his duties
under this Agreement.
2. Compensation.
A. Base Salary. During the Term (as defined below),
Company shall pay to Executive a base salary ("Base Salary") of One Hundred
Twenty-Five Thousand and No/100 Dollars ($125,000.00) per year, payable in
arrears in accordance with the Company's standard payroll practices for senior
executives (but in no event less frequently than in equal semi-monthly
payments). In the event of Disability (as defined in Section 4.B. herein), the
payment of such Base Salary shall be reduced by an amount equal to any
disability payments paid to the Executive from a disability program sponsored
by the Company.
B. Incentive Compensation Program. From time to time,
the Company's Board of Directors may, in its sole and absolute discretion,
establish an incentive compensation
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program based on the achievement of certain revenue and/or profit goals and/or
other goals. During the Term of this Agreement, in addition to his Base Salary
as provided in Section 2.A., the Executive may be entitled to receive incentive
compensation pursuant to such program. Upon the establishment of such incentive
compensation program, the parties shall enter into an agreement setting forth
the terms of such program and the Executive's eligibility to participate
therein, which agreement shall be attached hereto as EXHIBIT B and which shall
constitute a part of this Agreement.
C. Other Compensation. During the term of this
Agreement, in addition to the Base Salary as provided in Section 2.A. or
Incentive Compensation as provided in Section 2.B. above, Executive shall
receive other compensation, as described in EXHIBIT C which is attached hereto
and shall constitute a part of this Agreement.
D. Employee Benefit Programs. Executive shall be
eligible to participate in all employee benefit programs generally available to
senior executive officer of the Company; including health, life, disability and
other insurance programs; employee stock option and bonus plans generally made
available to employees of Executive's employment status; now or hereafter made
available, subject to the terms and conditions of such programs, including
eligibility. It is understood that Company reserves the right to modify and
rescind any program or adopt new programs in its sole discretion. Company may,
in its sole discretion, maintain key man life insurance on the life of
Executive and designate Company as the beneficiary. Executive agrees to execute
any documents necessary to effect such policy.
E. Vacation. Executive shall accrue four (4) weeks of
vacation during each calendar year during the term of this Agreement (with such
vacation time pro-rated for 1999). Vacation time shall be taken at such time as
not to materially interfere with the Business of Company and must be
pre-approved by Company. Vacation time may not be carried forward from one (1)
calendar year to another.
F. Automobile Allowance. Executive shall be entitled to
receive an automobile allowance of One Thousand and No/100 Dollars ($1,000.00)
per month to cover the costs associated with an automobile (including lease,
insurance and maintenance expense) and shall be entitled to reimbursement of
operating costs when operated for business purposes. The automobile allowance
shall be payable semi-monthly.
G. Business Expenses. Executive shall be entitled to an
expense allowance of Five Hundred and No/100 Dollars ($500.00) per month under
a nonaccountable plan (as defined in Treas. Reg. ss. 1.62-2(c)(3)), and shall
be included in the Executive's income. Additionally, Executive shall be
entitled to be reimbursed for reasonable business expenses incurred by him in
connection with his services hereunder in accordance with the Company's
policies and procedures for its senior executives under an accountable plan (as
defined in Treas. Reg. ss. 1.62-2(c)(2)).
3. Term. The term of employment of Executive under this
Agreement shall be for a period of three (3) years (the "Term") commencing on
the date hereof and ending on the third (3rd) anniversary thereof, subject to
earlier termination as provided in Section 4.
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4. Early Termination.
A. For Cause.
(i) Notwithstanding the foregoing, Company may
terminate the employment of Executive "for cause" (as hereinafter defined) at
any time upon written notice effective immediately. For purposes of this
Agreement, "Cause" shall mean that, prior to any termination pursuant to this
Section 4.A., Executive shall have committed:
(1) An intentional act or acts of
fraud, embezzlement or theft constituting a felony and resulting or intended to
result directly or indirectly in gain or personal enrichment for Executive at
the expense of the Company; or
(2) The continued, repeated,
intentional and willful refusal to perform the duties associated with
Executive's position with the Company, which is not cured within thirty (30)
days following written notice to Executive.
For purposes of this Agreement, no act or failure to act on the part of
Executive shall be deemed "intentional" if it was due primarily to an error in
judgment or negligence, but shall be deemed "intentional" only if done or
omitted to be done by Executive not in good faith and without reasonable belief
that his action or omission was in the best interest of the Company.
(ii) Upon termination of Executive's employment
for cause, Company shall have no further obligation to pay any compensation to
Executive for periods after the effective date of the termination for cause,
except for Base Salary which accrued as of the termination date. In addition,
the right to exercise any vested stock option shall terminate on the thirtieth
(30th) day following the effective date of the termination of employment for
cause.
B. Termination Upon Death or Total and Permanent
Disability.
(i) The employment of Executive shall terminate
upon his death or, ten (10) business days after written notice by Company of
termination, upon or during the continuance of the Total and Permanent
Disability (as hereinafter defined) of Executive.
(ii) Upon termination upon death or upon or
during Executive's Total and Permanent Disability, Company shall have no further
obligation to pay any compensation for periods after the effective date of such
termination, except for Base Salary which accrued as of the termination date.
The term "Total and Permanent Disability" means the suffering by Executive of a
Disability for a continuous period in excess of one hundred eighty (180) days,
unless extended in writing by Company. A Total and Permanent Disability shall be
deemed to commence upon the expiration of such one hundred eighty (180) day
period.
(iii) For purposes hereof, the terms "Disabled" or
"Disability" shall mean the suffering by Executive of a physical or mental
condition resulting from bodily injury, disease, or mental disorder which
renders Executive incapable of continuing each and every one of his or her usual
and customary duties in an efficient manner as an employee of Company, as
determined by the Board of Directors. No Disability shall be deemed to exist
until Executive
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shall be unable to perform such duties hereunder for seven (7) consecutive
days, and after such Disability continues for seven (7) consecutive days, then
the same shall be deemed to have existed from the first (1st) day of such
Disability. At the end of any Disability (other than a Disability that results
in a Total and Permanent Disability as defined below), Executive shall return
to work, and this Agreement shall continue as though such Disability had not
occurred.
If Executive desires to return to work at the end of any Disability,
but there is a dispute as to whether Executive is able to perform his or her
duties hereunder or if there is a dispute as to whether Executive is Disabled
or has suffered a Total and Permanent Disability, the issue shall be submitted
to a Board of Arbiters consisting of three persons: one physician who
specializes in the physical or mental condition which resulted in the
Disability (hereinafter referred to as a "Specialist") shall be appointed on
behalf of Company by the Board of Directors of Company (with Executive having
no vote on this question); the second Specialist shall be appointed by
Executive; and a third Specialist shall be appointed by the two Specialists so
appointed. If a majority of the Specialists determine that Executive is able to
perform his or her duties hereunder on a full-time basis, Executive shall be
permitted to return to work under the provisions hereof. Executive agrees to
submit medical records requested and to submit to such examination and testing
requested by such physician.
C. Change in Control. In the event of a Change in
Control (as hereinafter defined) of Company, and Executive elects, in his sole
discretion, to terminate his employment hereunder as of a date within six (6)
months after the Change in Control, Executive shall give Company two (2) weeks
prior written notice of such termination and Executive shall be entitled to
receive, and Company shall pay, on the date of the termination of employment an
amount equal to three (3) times Executive's then Base Salary.
The term "Change in Control" means:
(i) The acquisition by any person, entity or
"group" within the meaning of Sections 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934 ("34 Act") (excluding, for this purpose, Company, any of
subsidiaries, or any employee benefit plan of Company or any of its
subsidiaries) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the 34 Act) of more than fifty percent (50%) of either the
then outstanding shares of common stock of Company or of the combined voting
power of Company's then outstanding voting securities entitled to vote
generally in the election of directors;
(ii) Individuals who, as of the date hereof,
constitute the board of directors of Company ("Incumbent Board") cease for any
reason to constitute at least a majority of the board of directors, provided
that any individual becoming a director subsequent to the date hereof whose
election, or nomination for election by Company's shareholders, was approved by
a vote of at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual is a member of the
Incumbent Board; or
(iii) Approval of the shareholders of Company of
a merger, consolidation or other reorganization in each case, with respect to
which persons who were the shareholders of Company and optionees immediately
prior to such merger, consolidation or other
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reorganization, immediately thereafter, do not own more than fifty percent
(50%) of the combined voting power entitled to vote generally in the election
of directors of the merged, consolidated or reorganized Company's then
outstanding voting securities, or of the sale of all or substantially all of
the assets of Company; provided, however, in such event the Change in Control
will be deemed to have occurred immediately prior to the merger, consolidation
or other reorganization.
Notwithstanding anything to the contrary contained in this Agreement,
in the event of a change (herein a "Change") in the ownership or effective
control of the Company or in the ownership of a substantial portion of the
assets of the Company (as such phrases are interpreted under Section
280G(b)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the
"Code")), a licensed certified public accountant (herein the "Selected
Accountant") shall be selected by the Company and the Executive for the purpose
of making a determination as to whether the Executive shall have any liability
for a tax under Code ss. 4999 due to such "Change." If the Selected Accountant
shall determine that the aggregate payments made to the Executive pursuant to
this Agreement and any other payments to the Executive from the Company which
constitute "parachute payments" (as defined in Code ss. 280G(b)(2)(A)) would be
subject to the excise tax under Code ss. 4999 (collectively the "aggregate
payments"), then the Executive shall be entitled to receive an additional
payment (herein the "Gross-Up Payment") in an amount determined by the Selected
Accountant such that after payment by the Executive of all taxes (including any
federal or state income taxes and Code ss. 4999 excise tax) imposed upon the
Gross-Up Payment and any interest or penalties imposed with respect to such
taxes, the Executive retains from the Gross-Up Payment an amount equal to the
Code ss. 4999 excise tax imposed upon the aggregate payments. If the Selected
Accountant shall determine that no Code ss. 4999 excise tax is payable by the
Executive, it shall furnish the Executive with a written opinion that the
Executive has substantial authority not to report any Code ss. 4999 excise tax
on the Executive's federal income tax return. All fees and disbursements of the
Selected Accountant shall be paid by the Company.
If the Executive is subsequently required by any governmental agency
to make a payment of any Code ss. 4999 excise tax (and a payment of any
interest or penalties with respect thereto), then the Selected Accountant shall
determine the amount of such payments and any such payments shall be promptly
paid by the Company to or for the benefit of the Executive. The Executive shall
notify the Company in writing within fifteen (15) days of any claim by a
governmental agency that, if successful, would require the payment by the
Company of a Gross-Up Payment under the foregoing provisions of this Agreement.
If the Company notifies the Executive in writing that it desires to contest
such claim and that it will bear the costs and provide the indemnification as
required by the preceding sentences, the Executive shall (i) give the Company
any information reasonably requested by the Company relating to such claim;
(ii) take such action in connection with contesting such claim as the Company
shall reasonably request in writing, from time to time, including, without
limitation, accepting legal representation with respect to such claim by an
attorney reasonably selected by the Company; (iii) cooperate with the Company
in good faith in order to effectively contest such claim and (iv) permit the
Company to participate in any proceedings relating to such claim; provided,
however, that the Company shall bear and pay directly all costs and expenses
(including additional interest and penalties) incurred in connection with such
contest and shall indemnify and hold the Executive
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harmless, on an after-tax basis, for any Code ss. 4999 excise tax or income
tax, including interest and penalties with respect thereto, imposed as a result
of such representation and payment of costs and expenses. The Company shall
control all proceedings taken in connection with such contest; provided,
however, that if the Company directs the Executive to pay such claim and ▇▇▇
for a refund, the Company shall advance the amount of such payment to the
Executive, and shall indemnify and hold the Executive harmless, on an after-tax
basis, from any Code ss. 4999 excise tax or income tax, including interest or
penalties with respect thereto, imposed with respect to such advance or with
respect to any imputed income with respect to such advance. If after the
receipt by the Executive of an amount advanced by the Company pursuant to the
previous sentences, the Executive becomes entitled to receive any refund with
respect to such amount paid, the Executive shall within ten (10) days pay to
the Company the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto).
D. Termination by Company Without Cause. In the event
either (i) Company terminates the employment of the Executive, except for
cause, prior to the expiration of term of this Agreement as set forth in
Section 3. hereof or (ii) Executive terminates the employment after a
Constructive Discharge (as defined below), Company shall pay Executive, as its
sole and exclusive liability hereunder, an amount equal to thirty-six (36)
months of the Executive's then current monthly base salary. Payment shall be
made within five (5) days of such termination.
For purposes of this Agreement, "Constructive Discharge" shall mean
any of the events set forth below which are not cured within fifteen (15) days
following written notice thereof by Executive to Company:
(i) Any material reduction in Base Salary;
(ii) A material reduction in Executive's job
function, duties or responsibilities, or a similar change in Executive's
reporting relationships;
(iii) A required relocation of Executive of more
than one hundred (100) miles from Executive's current job location;
(iv) Any material breach of any of the terms of
this Agreement by the Company; or
(v) Any failure by the Company to grant to
Executive not later than August 20, 1999 stock options in the amount and on
terms set forth on EXHIBIT C.
provided, however, that the term "Constructive Discharge" shall not include a
specific event described in the preceding clause (i), (ii), (iii) or (iv)
unless Executive actually terminates his employment with the Company within
sixty (60) days after the occurrence of such event.
5. No Mitigation Obligation. The Company hereby acknowledges
that it will be difficult and may be impossible (i) for Executive to find
reasonably comparable employment following the date of termination and (ii) to
measure the amount of damages which Executive may suffer as a result of
termination of employment hereunder. Accordingly, the payment of the
termination compensation by the Company to Executive in accordance with the
terms of this
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Agreement is hereby acknowledged by the Company to be reasonable and will be
liquidated damages, and Executive will not be required to mitigate the amount
of any payment provided for in this Agreement by seeking other employment or
otherwise, nor will any profits, income, earnings or other benefits from any
source whatsoever create any mitigation, offset, reduction or any other
obligation on the part of Executive hereunder or otherwise.
6. Confidential Information.
A. Company may disclose to Executive certain
Confidential Information (defined below). Executive acknowledges and agrees
that Company has a reasonable, competitive business interest in the
Confidential Information and the Confidential Information is the sole and
exclusive property of Company (or a third party providing such information to
Company) and that Company or such third party owns all worldwide rights therein
under patent, copyright, trade secret, confidential information, moral right or
other property right. Executive acknowledges and agrees that the disclosure of
the Confidential Information to Executive does not confer upon Executive any
license, interest or rights of any kind in or to the Confidential Information.
Executive may use the Confidential Information solely for the benefit of
Company while Executive is employed by Company. Except in the performance of
services for Company, Executive shall hold in confidence and not reproduce,
distribute, transmit, reverse engineer, decompile, disassemble, or transfer,
directly or indirectly, in any form, by any means, or for any purpose, the
Confidential Information or any portion thereof. Executive agrees to return to
Company, upon request by Company, the Confidential Information and all
materials relating thereto.
B. Executive acknowledges that his obligations with
regard to the Confidential Information shall remain in effect while Executive
is engaged by Company and for a period of two (2) years thereafter.
"Confidential Information" shall mean any confidential or proprietary
information possessed by Seller or relating to its business, including, without
limitation, any confidential "know-how", trade secrets, customer lists, details
of client or consultant contracts, current and anticipated customer
requirements, pricing policies, price lists, market studies, business plans,
operational methods, marketing plans or strategies, product development
techniques or plans, computer software programs (including object code and
source code), data and documentation, data base technologies, systems,
structures and architectures, inventions and ideas, past, current and planned
research and development, compilations, devices, methods, techniques,
processes, financial information and data, business acquisition plans and new
personnel acquisition plans; provided, however, that Executive shall not be
restricted from disclosing or using Confidential Information that: (i) is or
becomes generally available to the public other than as a result of an
unauthorized disclosure; (ii) becomes available to Executive in a manner that
is not in contravention of applicable law from a source that is not bound by a
confidential relationship with Company or by a confidentiality or other similar
agreement; (iii) was known to Executive on a non-confidential basis and not in
contravention of applicable law or a confidentiality or other similar agreement
before its disclosure to Executive by Company or one of Company's or (iv) is
required to be disclosed by law, court order or other legal process; provided,
however, that in the event disclosure is required by law, Executive shall
provide Company with prompt notice
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of such requirement so that Company may seek an appropriate protective order
prior to any such required disclosure by Executive. Confidential Information
may include, but not be limited to, future business plans, licensing
strategies, advertising campaigns, information regarding customers, employees
and independent contractors and the terms and conditions of this Agreement.
7. Non-Solicitation.
A. Customers. During Executive's employment with
Company and for a period of twenty-four (24) months thereafter (the "Restricted
Period"), Executive shall not, on his own behalf or on behalf of any person,
firm, partnership, association, corporation or business organization, entity or
enterprise ("Other Entity"), solicit, contact, call upon, communicate with or
attempt to communicate with any customer of Company, or any representative of
any customer of Company, with a view to providing products and/or services in
the Business of Company provided that the restrictions set forth in this
Section 7.A. shall apply only to customers of Company, or representatives of
customers of Company, with which Company had contact during the two (2) year
period immediately preceding termination of his employment with Company (or
shorter period if Executive has not then been engaged by Company for two (2)
years).
B. Employees/Independent Contractors. During the
Restricted Period, Executive shall not, on his own behalf or on behalf of any
Other Entity, recruit or hire, or attempt to recruit or hire, any employees or
independent contractors of Company who were employed or engaged by Company, as
the case may be, during the one (1) year period prior to the termination of his
employment with Company (or shorter period if Executive has not then been
engaged by Company for one (1) year).
8. Non-Competition. During the Restricted Period, Executive
shall not on his own behalf or on behalf of any Other Entity, perform the
duties and services Executive performs for Company for, or own a material
financial interest in, any Other Entity that is competitive with the business
of the Company or any of its subsidiaries (as such business is conducted on the
first (1st) day of the Restricted Period) within the United States (the
"Territory"). The ownership of an interest constituting not more than five
percent (5%) of the outstanding debt or equity in a corporation, the shares of
which are traded on a recognized stock exchange or traded in the
over-the-counter market, even though that corporation may be a competitor of
the Company or any of its subsidiaries, shall not be deemed a material
financial interest in a competitor.
9. Acknowledgment. The parties hereto agree that: (i) the
Restricted Period and Territory contained in this Agreement are reasonably
necessary for the protection of Company's legitimate business interests and
that the Territory is the area in which Executive shall perform (or currently
perform) services for Company; (ii) by having access to information concerning
employees, independent contractors and customers of Company, Executive shall
obtain a competitive advantage as to such parties; (iii) Executive's covenants
and agreements contained in this Agreement are reasonably necessary to protect
the interests of Company in whose favor said covenants and agreements are
imposed in light of the nature of Company's Business and Executive's
involvement in such Business; (iv) the restrictions imposed by this Agreement
are
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not greater than are necessary for the protection of Company in light of the
substantial harm that Company shall suffer should Executive breach any of the
provisions of said covenants or agreements and (v) Executive's covenants and
agreements contained in this Agreement form material consideration for this
Agreement, the Acquisition Agreement and Executive's employment by Company.
10. Remedy for Breach. Executive agrees that the remedies at law
of Company for any actual or threatened breach by Executive of the covenants
contained in Sections 6. through 8. of this Agreement would be inadequate and
that Company shall be entitled to specific performance of the covenants in such
paragraphs, including entry of an ex parte, temporary restraining order in
state or federal court, preliminary and permanent injunctive relief against
activities in violation of such paragraphs, or both, or other appropriate
judicial remedy, writ or order, in addition to any damages and legal expenses
(including attorney's fees) which Company may be legally entitled to recover.
Executive acknowledges and agrees that the covenants contained in Sections 6.
through 8. of this Agreement shall be construed as agreements independent of
any other provision of this or any other agreement between the parties hereto,
and that the existence of any claim or cause of action by Executive against
Company, whether predicated upon this or any other agreement, shall not
constitute a defense to the enforcement by Company of said covenants.
11. No Prior Agreements. Executive hereby represents and warrants
to Company that the execution of this Agreement by Executive and Executive's
employment by Company and the performance of Executive's duties hereunder shall
not violate or be a breach of any agreement with a former employer, client or
any other person or entity.
12. Assignment; Binding Effect. Executive understands that
Executive has been selected for employment by Company on the basis of
Executive's personal qualifications, experience and skills. Executive agrees,
therefore, that Executive cannot assign all or any portion of Executive's
performance under this Agreement. Subject to the preceding two (2) sentences
and the express provisions of Section 13. below, this Agreement shall be
binding upon, inure to the benefit of and be enforceable by the parties hereto
and their respective heirs, legal representatives, successors and assigns.
13. Complete Agreement. This Agreement is not a promise of future
employment. Executive has no oral representations, understandings or agreements
with Company or any of its officers, directors or representatives covering the
same subject matter as this Agreement. This Agreement hereby supersedes any
other employment agreements or understandings, written or oral, between Company
and Executive. This written Agreement is the final, complete and exclusive
statement and expression of the agreement between Company and Executive and of
all the terms of this Agreement, and it cannot be varied, contradicted or
supplemented by evidence of any prior or contemporaneous oral or written
agreements. This written Agreement may not be later modified except by a
further writing signed by a duly authorized officer of Company and Executive,
and no term of this Agreement may be waived except by writing signed by the
party waiving the benefit of such term.
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14. Notice. Whenever any notice is required hereunder, it shall
be given in writing addressed as follows:
To Company: InfoCure Corporation
Corporate Headquarters
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇ ▇. Fine
With a copy to: ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P.
1600 Atlanta Financial Center
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., Esq.
To Executive: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Notice shall be deemed given and effective three (3) days after the deposit in
the U.S. Mail of a writing addressed as above and sent first class mail,
certified, return receipt requested, or when actually received. Either party
may change the address for notice by notifying the other party of such change
in accordance with this Section 14.
15. Severability; Headings. If any portion of this Agreement is
held invalid or inoperative, the other portions of this Agreement shall be
deemed valid and operative and, so far as is reasonable and possible, effect
shall be given to the intent manifested by the portion held invalid or
inoperative. This Agreement shall be enforced separately and independently of
any other agreement involving the parties hereto. The Section headings herein
are for reference purposes only and are not intended in any way to describe,
interpret, define or limit the extent or intent of the Agreement or of any part
hereof.
16. Governing Law. This Agreement shall in all respects be
construed according to the laws of the State of Georgia.
17. Counterparts. This Agreement may be executed simultaneously
in two (2) or more counterparts, each of which shall be deemed an original and
all of which together shall constitute, but one and the same instrument.
[SIGNATURES BEGIN ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of this 2nd day of August, 1999.
COMPANY:
InfoCure Corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Chairman
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EXECUTIVE:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------(SEAL)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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EXHIBIT A
TO EMPLOYMENT AGREEMENT
Duties of Executive
OVERALL RESPONSIBILITY:
This is the top corporate financial job, with responsibility for
formulating financial policy and plans. Responsible for providing overall
direction for the accounting, tax, insurance, budget, credit and treasury
functions. Directs activities associated with the security and investment of
the Company's assets and funds, and ensures that financial transactions,
policies and procedures meet corporate short and long-term objectives, and
regulatory body requirements.
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EXHIBIT B
TO EMPLOYMENT AGREEMENT
Incentive Compensation
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EXHIBIT C
TO EMPLOYMENT AGREEMENT
A non-qualified option to purchase two hundred seventy-six thousand
one hundred twenty (276,120) shares of Company's common stock at an exercise
price of $16.75 per share, vesting in equal annual amounts over four (4) years
from the date of grant, and an incentive stock option to purchase twenty-three
thousand eight hundred eighty (23,880) shares of Company's common stock at an
exercise price of $16.75 per share, vesting in equal annual amounts over four
(4) years from the date of grant.
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