EXHIBIT 99
HBO & COMPANY
000 XXXXXXXXX XXXXXX XXXXX
XXXXXXX, XXXXXXX 00000
AS OF SEPTEMBER 23, 1996
Xx. Xxxxxx X. Xxxxx
c/o GMIS Inc.
0 Xxxxxxx Xxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxx 00000
Dear Xx. Xxxxx:
In connection with the Agreement of Merger (the "Merger Agreement"), dated
as of even date herewith, among GMIS Inc. ("GMIS"), HBO & Company ("HBOC") and
HBO & Company of Georgia ("HBOG"), this letter confirms the agreement of HBOC,
HBOG, you and Xx. Xxxxxx X. Xxxxxxx to the following:
1. HBOG agrees to provide you with severance protection wherein if your
employment with HBOG is terminated without cause by HBOG within five (5) years
subsequent to the Merger, HBOG will continue to pay your salary on a
semi-monthly basis for the remaining portion of such five-year term. The term
"terminated without cause" shall mean termination of your employment by HBOG for
reasons other than misconduct involving fraud, conviction, and the exhaustion of
all appeals in respect thereof, of a felony or a misdemeanor involving moral
turpitude or breach of the agreement regarding non-competition, confidentiality
and inventions to be entered into by you pursuant to Section 6.11 of the Merger
Agreement ("Non-Compete Agreement"). Such severance protection will be further
conditioned on you not competing with HBOG during the two-year period succeeding
termination of employment in contravention of the terms of the Non-Compete
Agreement, and thereafter by not competing with HBOG by working for, consulting
with, or otherwise participating (including, without limitation, by ownership
(other than solely by virtue of owning one percent (1%) or less of the
outstanding capital stock of a corporation whose shares are traded on a national
or regional securities exchange or the over-the-counter market)) in the business
of those competitors of HBOG set forth on Exhibit A hereto. This agreement is
subject to you and HBOG (prior to or as of Closing) entering into an agreement
as to the foregoing in a form reasonably acceptable to HBOG. Your salary for
purposes of severance protection will be $275,000 per annum. HBOG further agrees
that you will be eligible for a bonus for calendar year 1996 in accordance with
the terms and conditions of the GMIS bonus plan as it exists on the date hereof.
AS OF SEPTEMBER 23, 1996
PAGE 2
2. HBOG further agrees to provide Xx. Xxxxxx X. Xxxxxxx, Chief Operating
Officer of GMIS, with severance protection in the same manner as to be provided
you as outlined in the paragraph 1, although the period of severance protection
shall be eighteen months, and salary for purposes of severance protection will
be $250,000 per annum.
3. The foregoing agreements are being made to induce each of you and Xx.
Xxxxxxx to accept employment with HBOG upon closing of the Merger.
4. The agreements contained in this letter are conditioned upon and shall
be effective upon closing of the Merger. Should the Merger not be consummated
for any reason, such agreements will terminate and have no effect.
Sincerely,
HBO & COMPANY
HBO & COMPANY OF GEORGIA
Xxx X. Xxxxxxxxxx
Senior Vice President
Agreed to:
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Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxxxx
