EXHIBIT 10.22
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement is made as of the 17th day of
October, 1997, between PACE Health Management Systems, Inc., an Iowa
corporation, with its principal offices at 0000 Xxxxxxxx Xxxxx, Xxxx Xxx Xxxxxx,
Xxxx 00000 (the "Company") and Xxxx X. Xxxxxx ("Employee"), an individual
resident of the state of North Carolina.
The Company and Employee are currently parties to an Employment
Agreement dated as of February 15, 1996 (the "Agreement"). The parties desire to
amend the Agreement as specified herein and to continue the Agreement, as so
amended, in effect.
Therefore, the parties agree as follows:
1. Section 4 of the Agreement is amended by striking such Section and
substituting the following:
4. Trigger Event Benefits.
(a) Upon the occurrence of a Trigger Event (as
defined herein) while Employee is still employed by the
Company, the Company shall pay or provide to Employee (i) a
cash payment equal to his base salary for the preceding twelve
(12) months, plus (ii) the continuation, at the Company's
cost, all benefits provided by the Company for the Employee
under Section 2.2 for a period of twelve (12) months following
the Trigger Event, plus (iii) in the case of an event
described in clause (c) of the definition of Trigger Event
below, a cash payment equal to two percent (2%) of the
consideration paid to the Company or its shareholders, as the
case may be, in connection with such tender offer, merger,
acquisition of substantially all of the Company's assets or
other similar transaction. The items specified in clauses (i),
(ii) and (iii) are referred to herein as the "Trigger Event
Benefit." The items specified in clauses (i) and (iii) shall
be paid to Employee at the time of the Trigger Event entitling
Employee to such Trigger Event Benefit.
(b) The Company also agrees that all of the
Employee's currently outstanding stock options (whether under
this Agreement or other plans) are amended to provide that,
upon the occurrence of a Trigger Event, each vested option for
shares of the Company's common stock granted to, and
exercisable by, Employee as of the date of the Trigger Event
shall remain outstanding and exercisable by the Employee until
the first anniversary of the Trigger Event.
(c) For purposes of this Section, the following
definitions shall apply:
(i) "Trigger Event" shall mean (A) Employee is
terminated without Cause (as defined herein), (B) the Company
is liquidated, or (C) any person becomes the owner of more
than 50% of the Company's outstanding common stock as a result
of a tender offer, merger, acquisition of substantially all of
the Company's assets or other similar transaction (but not
including an investment by a third party in stock newly issued
by the Company or the conversion into common stock of
convertible securities by a person holding such securities on
October 17, 1997, or the conversion into common stock of
convertible securities newly issued by the Company as part of
an investment in the Company by a third party.
(ii) "Cause" shall mean termination by the Company of
Employee's employment based upon (a) the willful and continued
failure by Employee substantially to perform his duties and
obligations (other than any such failure resulting from his
Disability) or (b) the willful engaging by Employee in
misconduct which is materially injurious to the Company,
monetarily or otherwise. For purposes of this clause (ii), no
action or failure to act on Employee's part shall be
considered "willful" unless done, or omitted to be done, by
Employee in bad faith and without reasonable belief that his
action or omission was in the best interests of the Company.
(iii) "Disability" shall mean any physical or mental
condition which would qualify Employee for a disability
benefit under the Company's long-term disability plan, or if
such a plan does not then exist any physical or mental
condition which renders the Employee incapable of engaging in
any substantial gainful employment and which can be expected
to result in death or has lasted or can be expected to last
for a continuous period of not less than twelve (12 months.)
2. Except as specifically stated herein, the Agreement shall remain in full
force and effect.
PACE HEALTH MANAGEMENT SYSTEMS, INC.
Signed
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Xxxx X. Xxxxxxxx, Chairman of the Board
EMPLOYEE
Signed
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Xxxx X. Xxxxxx
