Exhibit 10.17
VANTAGEMED CORPORATION
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT made as of this 30th day of April, 1998 by and
between VantageMed Corporation ("Company"), and Xxxxxxx X. Xxx ("Employee").
WHEREAS, the Company and Employee desire to enter into an employment
contract that will govern the terms and conditions of Employee's employment
with the Company.
NOW, THEREFORE, the parties hereto agree as follows:
1. TITLE. Employee shall serve as Senior Vice President--Midwest
Operations for the Company.
2. DUTIES AND RESPONSIBILITIES. Employee shall have senior management
responsibilities in, among other areas, the areas of sales and marketing,
operations, support, and Regional operational responsibilities for profit and
loss for the Company's Midwest operations. In addition, Employee shall have
the responsibility to hire and fire Company employees, in addition to general
operational responsibilities as would ordinarily be entrusted to a
subsidiary's senior executive officer. Employee hereby agrees to perform in
good faith and to the best of his ability all services which may be required
of Employee in such position and to be available to render such services at
all reasonable times and places in accordance with such reasonable directions
and requests as the Company may from time to time reasonably specify.
Employee shall, during the Employment Period (as defined below), devote as
required his business time, ability, energy and skill to the performance of
his duties and responsibilities hereunder.
3. PERIOD OF EMPLOYMENT. The period of Employee's employment with the
Company pursuant to the provisions of this Agreement shall commence as of the
date hereof and shall, unless sooner terminated in accordance with Paragraph
10 herein, continue for three years from the date hereof, or until twelve
(12) months after the Company has been the subject of a successful initial
public offering ("IPO"), whichever shall occur first. Thereafter, employment
pursuant to this Agreement may be renewed as mutually agreed by the parties
hereto in writing.
4. COMPENSATION. During the Employment Period, Employee shall be paid
at a rate of $125,000 per year. Employee shall be paid in twice-monthly
intervals over the Employment Period, in accordance with the Company's
standard payroll practices. The Company shall deduct and withhold from
Employee's compensation payable hereunder any and all applicable federal
state and local income and employment withholding taxes and any other
amounts required to be deducted or withheld by the Company under applicable
statutes, regulations, ordinances or orders governing or requiring the
withholding or deduction of amounts otherwise payable as compensation or
wages to employees. Employee shall also be eligible for sales override
bonuses as determined by Employee's direct supervisor.
5. BUSINESS EXPENSE REIMBURSEMENT. Employee shall be entitled, in
accordance with the reimbursement policies in effect from time to time, to
receive reimbursement from the Company for all travel and other reasonable
business expenses incurred by Employee in the performance of his duties
hereunder, provided Employee furnishes the Company with vouchers, receipts
and other details of such expenses in accordance with the Company policies.
6. BENEFITS. Company shall provide Employee all medical, dental, life
and other benefit plan coverage as provided in Section V.16 of the "Agreement
and Plan of Merger" executed by Company and Employee, among others. Employee
shall accrue 1.67 days of paid vacation per month of employment with Company.
Such accrued days of paid vacation may be carried over from month to month
and year to year until used by Employee. Employee shall receive seven paid
holidays per year, the timing of such holidays to be determined by the
Company. Employee shall also accrue four hours of sick leave per month for a
maximum of six days per year. For the purpose of determining any benefit, or
the amount of any benefit, to which Employee may be entitled, his period of
service with Healthcare Information Systems, Inc. shall be deemed to have
been service in the employ of Company.
7. RESTRICTIVE COVENANT. During the Employment Period:
A. Employee shall devote, as required, his business time, ability,
energy and skill to the performance of Employee's duties and responsibilities
described herein, except during periods of illness or vacation.
B. Employee shall not directly or indirectly provide services to or
through any person, firm or other entity except the Company, unless otherwise
authorized by the Company in writing.
C. Employee shall not render any services of any kind or character
for Employee's own account or for any other person, firm or entity without
first obtaining the Company's written consent.
D. Notwithstanding the foregoing, Employee shall have the right to
perform such incidental services as are necessary in connection with (i) his
private passive investments, but only if Employee is not obligated or
required to (and shall not in fact) devote any managerial efforts which
interfere with the services required to be performed by him hereunder, (ii)
his charitable or community activities, or (iii) participation in trade or
professional organizations, but only if such incidental services do not
significantly interfere with the performance of Employee's services
hereunder, subject to Section 8 below:
8. NON-COMPETITION.
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A. During the Employment Period, Employee shall not directly or
indirectly:
(i) own, manage, operate, join, control or participate in the
ownership, management, operation or control of, or be employed by or
connected in any manner with, any enterprise which is engaged in any business
competitive with that which the Company is at the time conducting or
proposing to conduct; PROVIDED, however, that such restriction shall not
apply to any passive investment representing an interest of less than two
percent (2%) of an outstanding class of publicly traded securities of any
corporation or other enterprise which is not, at the time of such investment,
engaged in a business geographically competitive with the Company's business;
or
(ii) encourage or solicit any Company employee to leave the
Company's employ for any reason or interfere in any material manner with
employment relationships at the time existing between the Company and its
current employees, except as may be required in any bona fide termination
decision regarding any Company employee.
B. Employee acknowledges that the services that he shall provide to
the Company under this Agreement are unique and that irreparable harm shall
be suffered by the Company in the event of the breach of Employee of any of
his obligations under this Paragraph 8 or under Paragraph 7, and that the
Company shall be entitled, in addition to its other right and remedies,
whether legal or equitable, to enforce such obligations by an injunction or
decree of specific performance. Any claims asserted by Employee against the
Company shall not constitute a defense in any injunction action brought by
the Company to obtain specific performance of such obligations.
9. PROPRIETARY INFORMATION. Concurrent with execution of this
Agreement, Employment shall execute the Company's standard form of employee
proprietary information and inventions agreement attached hereto as EXHIBIT A.
10. TERMINATION OF EMPLOYMENT.
A. Subject to applicable law and during the Employment Period,
Employee's service with the Company may only be terminated by the Company for
good and sufficient cause. For purposes of this Agreement, "cause" shall mean
(i) Employee's repeated failure or refusal to perform his duties and
responsibilities set forth herein, and upon thirty (30) days written notice
his failure to cure such failure or refusal, (ii) conviction of any felony
involving moral turpitude, fraud or misrepresentation, (iii) any willful or
intentional act with the intent to and having the effect of substantially and
materially injuring the reputation, business or business relationships of the
Company, or (iv) any material breach of any of the provisions of this
Agreement by Employee which is not cured within thirty (30) days after
written notice thereof to Employee.
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B. In the event Employee's employment with the Company is
terminated without good and sufficient cause, Employee's contract shall be
paid in full, including salary and all benefits, for the entire period of
employment set forth in paragraph 3 above. In the event that Employee's
employment with the Company terminates as a result of Employee's decision to
seek other employment, or as a result of death or disability or for any other
reason, Employee shall receive severance pay for a period of three months or
the remaining term of this Agreement, whichever is less.
11. SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall
inure to the benefit of, and shall be binding upon, the Company, its
successors and assigns, and Employee, the personal representative of his
estate and his heirs and legatees.
12. GOVERNING DOCUMENT. This Agreement constitutes the entire agreement
and understanding of the Company and Employee with respect to the terms set
forth herein and supersedes all prior and contemporaneous written or verbal
agreements and understandings between Employee and the Company relating to
such subject matter, other than as provided herein. This Agreement may only
be amended by written instrument signed by Employee and the Company's
President and Chief Executive Officer, Xxxx Xxxxxx. Any and all prior
agreements, understandings or representations relating to Employee's
employment with the Company are hereby terminated and cancelled in their
entirety and are of no further force or effect.
13. APPLICABLE LAW. This Agreement shall, in all respects, be governed
by the laws of the State of California applicable to agreements executed and
to be wholly performed within the State of California.
14. MEDIATION. Employee and the Company agree that before any dispute
between the two arising under or related to this Agreement is brought to
trial before a judge or jury each shall make a good-faith attempt to resolve
such dispute through non-binding mediation. However, failure to make such
good-faith attempt will not be a bar to initiating, pursuing or concluding
formal litigation in any court of competent jurisdiction.
15. COUNTERPARTS. This Agreement may be executed in more than one
counterpart, each of which shall be deemed an original, but all of which
together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year written above.
VANTAGEMED CORPORATION
Date: April 30 , 1998. By: /s/ Xxxx Xxxxxx
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Title: PRESIDENT
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Date: April 30 , 1998. /s/ Xxxxxxx X. Xxx
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Xxxxxxx X. Xxx
