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Exhibit 10.43
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is made and entered into
this 14th day of April, 2000, effective as of April 3, 2000, by and between
PER-SE TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, a resident of the State of Georgia (the "Executive").
Statement of Background Information
The Company renders to hospitals, physicians, and/or other healthcare
organizations and providers: (a) billing services, accounts receivable
management services, collection services, electronic claims services, financial
management services, and practice and facilities management services; (b)
eligibility verification and certification for Medicaid, Medicare and other
healthcare assistance programs; (c) filing and other medical claims
securitization services; (d) medical coverage information services; and (e)
medical and insurance claims monitoring and tracking services (collectively the
"Processing Business").
The Company also: (a) develops, markets and licenses to hospitals,
integrated healthcare delivery systems, and other healthcare providers and other
end users (collectively "Providers"), (i) strategic, operational and financial
information systems and services and decision support tools for healthcare
providers, (ii) software systems which provide claims and reimbursement services
and electronic claims processing, and (iii) software applications which assist
Providers with automated scheduling and resource management (the items discussed
in Sections (a)(i), (a)(ii) and (a)(iii) of this paragraph are referred to as
"Systems"), which Systems include, but are not limited to, nurse scheduling and
management information systems, operating room patient scheduling and surgery
information systems, enterprise wide patient scheduling and resource management
systems, enterprise-wide employee scheduling and management information systems
and related software interfaces to other information systems; and (b) provides
to Providers installation and support services related to the Company's Systems
(the "Systems Business").
Further, the Company offers Internet-enabled connectivity to integrated
healthcare delivery networks and physician practices, including electronic
claims processing, referral submissions, eligibility verification and other
electronic transaction processing, electronic patient records, and patient
access to their bills and records and to medical information (the "E-Commerce
Business") (the Processing Business, the Systems Business, the E-Commerce
Business and any other distinct business segment in which the Company engages
during Executive's employment are collectively referred to herein as the
"Business").
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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. 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,
Corporate Development of Per-Se Technologies, Inc. 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 the position of Senior Vice
President, Corporate Development. 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, the Chairman 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 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 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 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 three (3) year period of
time, commencing as of April 3, 2000 and expiring on April 2, 2003,
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 three-year term, unless
either party gives notice to the other of its intent to terminate
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this Agreement not less than ninety (90) 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
(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) two (2) years of salary continuation (this
severance consideration does not include the right to receive any
incentive bonus
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payments) at Executive's then current salary level, or (ii) 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 term
hereof, as specified in Section 3, above. In addition, the Company
shall provide benefit continuation to the extent that Executive remains
eligible to participate in the applicable benefit pursuant to the terms
of the respective benefit plan after termination and shall pay to
Executive monthly an amount equal to the difference between the cost to
Executive of medical, dental and vision coverage at the levels at which
Executive is participating on the date of termination and the cost to
Executive of COBRA coverage for the lesser of (x) eighteen (18) months
and (y) the number of months remaining in the initial term hereof as
specified in Section 3, above.
(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 severance consideration equal to the
greater of (i) two (2) years of salary continuation (this severance
consideration does not include the right to receive any incentive bonus
payments) at Executive's then current salary level, or (ii) 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 term
hereof, as specified in Section 3, above. In addition, the Company
shall provide benefit continuation to the extent that Executive remains
eligible to participate in the applicable benefit pursuant to the terms
of the respective benefit plan after termination and shall pay to
Executive monthly an amount equal to the difference between the cost to
Executive of medical, dental and vision coverage at the levels at which
Executive is participating on the date of termination and the cost to
Executive of COBRA coverage for the lesser of (x) eighteen (18) months
and (y) the number of months remaining in the initial term hereof as
specified in Section 3, above. For purposes of this Agreement, "Good
Reason" is defined as (w) a reduction of greater than 10% in
Executive's annual base salary; (x) a change in Executive's work
location to a work location more than 50 miles from Executive's
existing work location, except for required travel on the Company's
business to an extent consistent with Executive's then present business
travel obligations; (y) 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 notice thereof
given by Executive; or (z) 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.
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(d) Change in Control. In the event there is a Change in Control (as
defined herein) of the Company, Executive will be entitled to receive a
severance payment equal to two (2) years of "Cash Compensation"
(defined as the sum of Executive's then current base salary and the
incentive bonus payment received by Executive during the year
immediately prior to the Change in Control), if (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. 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 failure for any reason of individuals who constitute
the Incumbent Board to continue to constitute at least a
majority of the Board. For purposes of this Section 4 (d), the
term "Board" shall mean the Board of Directors of the Company
and the term "Incumbent Board" shall mean the members of the
Board as of the date hereof and any person becoming a member
of the Board hereafter whose election or nomination is by a
vote of at least a majority of
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the directors then comprising the Incumbent Board (other than
an election or nomination of an individual whose initial
assumption of office is in connection with an actual or
threatened election contest relating to the election of the
directors of the Company, as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended).
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 Thirty Thousand Dollars
($230,000.00) per annum to be paid in accordance with the Company's
regular payroll practices, provided, however, that such payments shall
be made no less frequently than in equal monthly installments. Such
base salary will be subject to adjustments in the normal course of
business.
b) Incentive Compensation. Executive shall be eligible to participate
in the 2000 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 80% of Executive's then current annual
base salary, payable at the discretion of the Board of Directors of the
Company.
c) Stock Options. Effective as of the date of execution 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 Company will issue to Executive, effective as of the
date approved by the Compensation Committee of the Board of Directors,
options to purchase One Hundred Thousand (100,000) shares of the
Company's Common Stock pursuant to the terms and conditions of the
Second Amended and Restated Per-Se Technologies, Inc. Non-Qualified
Stock Option Plan ("Stock Option Plan"), as amended. Such options will
vest at the rate of thirty-three and one-third percent (33.33%) per
year for a three-year period beginning on the date of grant, subject to
the terms and conditions of the Stock Option Plan. Such options shall
vest in full immediately upon the occurrence of certain change in
control events outlined in the Stock Option Plan. Executive shall be
considered for additional grants of options to purchase shares of the
Company's common stock in a manner that is consistent with other senior
officers of the Company. Except as expressly set forth herein, nothing
in this Agreement shall give rise to a contractual right to Executive
to receive grants of additional stock options of the Company. Further,
the Company has no obligation to Executive to create parity with any
other Company executive or executives with respect to any options
granted to such other executives.
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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, loan arrangements to facilitate the purchase of common stock of
the Company, financial counseling services, 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. In addition, the Company will provide for the
continuance, at the Company's expense of Executive's supplemental
disability policies issued by ▇▇▇▇ ▇▇▇▇▇▇, policy numbers 01034166150;
01027319490; 01028435250; and 01028861640 or comparable coverage at a
cost not to exceed $2,600.00 per annum during the term of this
Agreement. 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
an equal basis.
e) Signing Loan. The Company will provide as soon as practicable after
execution of this Agreement a loan to Executive in the amount of One
Hundred Fifty Thousand and No/100ths Dollars ($150,000.00), which loan
will bear interest at the minimum Internal Revenue Service rate
applicable from time to time. This loan, which will be evidenced by a
separate promissory note, will be forgiven by the Company in the
principal amount of Seventy-five Thousand and No/100ths Dollars
($75,000.00) together with accrued interest on April 3 of each of 2001
and 2002 so long as the Executive remains employed by the Company on
such date. In the event that Executive's employment hereunder is
terminated prior to April 3, 2002, other than pursuant to Section 4(b),
(c), or (d) of this Agreement, Executive agrees to repay the balance of
the loan outstanding as of the date of termination. Executive further
agrees that he will be responsible for all federal and state taxes that
may be payable as a result of the forgiveness all or any pro rata
portion of the loan.
e) Golf Club Membership Dues. The Company will reimburse Executive for
annual membership dues at one golf club.
f) 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.
g) 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.
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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) 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 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 data or 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
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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 continental United
States.
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.
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
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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 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
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expressing such algorithm, or any other discovery, idea, concept,
document or improvement which relates to or is useful to 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.
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:
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If to the Company: If to Executive:
▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇: Chief Executive Officer ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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 its
parent company or 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
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parties further agree, to the extent permitted by law, that a final and
unappealable 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 the indemnification and
exculpation offered through and set forth in the Company's Charter and
By-laws.
20. Surviving Terms. Sections 6, 7, 8, 9, 10, 11 and 12 of this Agreement
shall survive termination of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written, effective as of April 3, 2000.
COMPANY: EXECUTIVE:
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_____________________________ ____________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
and Chief Executive Officer
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EXHIBIT A
INVENTIONS
Executive represents that there are no Inventions.
/s/ CP
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Executive's Initials
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