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EXHIBIT 10.69
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is made and entered into
this 25th day of January, 1998, by and between MEDAPHIS CORPORATION, a Delaware
corporation (the "Company"), and XXXXX XXXXXXX, 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").
The Company also renders professional services with respect to the
development of computer software, algorithms, design, documentation, and
related materials, and the development, design, deployment, and operation of
local and wide area computer networks, all in conjunction with the sale,
design, deployment, operation and maintenance of custom computer processing
systems for improvement of operational efficiency or functionality through the
use of image storage and processing, work flow technology, optical character
recognition or other related technologies (the "System Integration Business")
(the Processing Business, the Systems Business, the Systems Integration
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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. 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 Executive Vice
President and Chief Financial Officer of Medaphis Corporation and
Executive will report directly to the Chief Executive Officer of the
Company. 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 Executive Vice President and Chief
Financial Officer of Medaphis Corporation. 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 Chairman 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
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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 January 25th, 1998 and expiring on
January 25th, 2001, 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 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
(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
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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 elect a
severance consideration equal to (i) two (2) years of salary and
benefit continuation (this severance consideration does not include
the right to receive any incentive bonus payments) at Executive's then
current salary and benefit levels, or (ii) Executive's then-current
monthly salary (this severance consideration does not include the
right to receive any incentive bonus payments) multiplied by the
number of months remaining in the initial term of this Agreement.
(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 will be entitled to elect a severance
consideration equal to (i) two (2) years of salary and benefit
continuation (this severance consideration does not include the right
to receive any incentive bonus payments) at Executive's then current
salary and benefit levels, or (ii) Executive's then-current monthly
salary (this severance consideration does not include the right to
receive any incentive bonus payments) multiplied by the number of
months remaining in the initial term of this Agreement. For purposes
of this Agreement, "Good Reason" is defined as (w) a material
reduction (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.
(d) Change in Control. In the event there is a Change in Control (as
defined herein) of Medaphis Corporation, Executive will be entitled to
receive a severance payment equal to two (2) years of salary and
benefits (including any bonus
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payment to which Executive would be entitled which will be calculated
by doubling 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 Medaphis Corporation shall be deemed to occur upon any of
the following:
(i) a consolidation or merger of Medaphis Corporation with
or into any other corporation, or any other entity or person,
other than a wholly-owned subsidiary of Medaphis Corporation,
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 Medaphis Corporation 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
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member of the Board hereafter whose election or nomination is
by a vote of at least a majority of 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 Three Hundred Thousand Dollars
($300,000.00) 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
annual salary will be subject to adjustments in the normal course of
business.
b) Incentive Compensation. Executive shall be eligible to participate
in the 1998 Medaphis Corporation and its 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 base salary,
payable at the discretion of the Board of Directors of the Company.
c) Stock Options. As soon as reasonably practicable after the signing
of this Agreement, and subject to the approval of the Compensation
Committee of the Board of Directors of Medaphis Corporation, the
Company will cause Medaphis to issue to Executive, effective as of the
date approved by the Compensation Committee of the Board of Directors
of Medaphis Corporation, options to purchase Three Hundred Thousand
(300,000) shares of Medaphis Common Stock pursuant to the terms and
conditions of the Amended and Restated Medaphis Corporation
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
starting date of this Agreement, 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 Medaphis common stock in a
manner which 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 Medaphis. Further, Medaphis has no
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obligation to Executive to create parity with any other Medaphis
executives with respect to any 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, 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, is 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
an equal basis.
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.
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.
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For purposes of this Agreement, the term "Trade Secrets" means
information, without regard to form, including, but not limited to,
any technical or nontechnical 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 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.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
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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, provided that nothing in
this Agreement will preclude Executive from rendering legal services
in the role of outside counsel on behalf of any entity, including
those entities that compete with the Company, following the
termination of his employment with the Company. For purposes of this
Agreement, the term "Geographical Area" means the territory located
within a seventy-five (75) mile radius of any Company facility for
which Executive exercised managerial control or provided legal
services on behalf of 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.
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)
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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 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
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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:
If to the Company: If to Executive:
0000 Xxxxxxxxxx Xxxxxxx Xxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, XX 00000 ---------------
Attn: Chief Executive Officer
---------------
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or to 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 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.
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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 as of the
day and year first above written.
COMPANY: EXECUTIVE:
By: /s/ Xxxxxxxx X. X. Xxxxx /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
Title: EXECUTIVE VICE PRESIDENT
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EXHIBIT A
INVENTIONS
Executive represents that there are no Inventions.
/s/ AWR
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Executive's Initials
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