EXHIBIT 2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into this
8th day of September, 1999, by and between PROXYMED, INC. ("Company") and
XXXXXXX XXXXXX residing at 000 Xxxxxxxx Xxxx Xx., Xxxxxx, XX 00000 ("Employee").
WHEREAS, upon the terms and subject to the conditions of this
Agreement, the Company desires to employ the Employee and the Employee is
willing to accept employment by the Company.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth hereinafter and other good and valuable considerations, the receipt
and sufficiency of which is hereby acknowledged, the Company and the Employee
agree as follows:
1. TERM. The term of this Agreement shall commence on September 30,
1999 (the "Effective Date"), and shall continue until August 31, 2002 (hereafter
the "Term), and shall be automatically extended from year to year thereafter
unless (i) terminated by the Company by delivery of not less than ninety (90)
days written notice to Employee prior to the end of the initial Term or any
extension thereof, in which case the employment of Employee shall terminate on
the date specified for termination in such notice, or (ii) terminated by
Employee by delivery of not less than thirty (30) days written notice to the
Company, in which case the employment of Employee shall terminate on the date
which is thirty (30) days following the date notice is received by the Company.
2. POSITION; DUTIES; LOYALTY.
(a) POSITION. Employee will be employed as Executive Vice
President and Chief Marketing Officer by the Company and shall render exclusive
service to the Company as an employee pursuant to the terms, provisions and
conditions hereinafter set forth.
(b) DUTIES. Employee shall be employed by the Company on a
full-time exclusive basis. Employee shall perform the duties and have the
authority and responsibilities customarily accompanying responsibility for the
Company's.
(c) LOYALTY. Employee shall devote the full time required for
his/her position and shall give his best efforts to the business of the Company
and to the performance of the duties and obligations described in this
Agreement. Employee shall not, directly or indirectly, alone, or as a partner,
officer, director or shareholder of any other institution, be engaged in any
other commercial activities whatsoever, or continue or assume any other
corporate affiliations without the prior written consent of the Company, which
consent shall not be unreasonably withheld, except for (i) passive investments,
and (ii) minimal time utilized for business activities that do not compete with
the business of the Company or its subsidiaries.
3. COMPENSATION AND EXPENSES.
(a) SALARY. In consideration for the services rendered by the
Employee under this Agreement, the Company shall pay the Employee a monthly base
salary of $15,000 (the "Base Salary") in accordance with the Company's customary
payroll practices, plus a $500 per
month car allowance, subject to federal and state taxes, if any. Employee
performance reviews (with or without a wage increase) will be conducted
annually.
(b) ADDITIONAL COMPENSATION. As a further incentive and
inducement to the Employee to accept employment by the Company and to devote his
best efforts to the business and affairs of the Company, the Employee shall be
entitled to such bonuses that may be awarded from time to time by the
Compensation Committee or the Board of Directors of the Company, and to
participate in any stock option or bonus plans which the Company may now have or
in the future develop. During Employee's first year of employment, he shall have
the opportunity to receive up to $100,000 in bonus awards of which $ 50,000 is
guaranteed at the end of his first year of employment so long as Employee is
employed by Company on such date and the other $50,000 subject to meeting
certain performance criteria to be agreed upon by Employee and the CEO of the
Company.
(c) OPTIONS. Employee will receive a stock option agreement
for a ten (10) year term to purchase up to 75,000 shares of the Company's common
stock at its fair market value defined as the price at which common stock is
reported to have traded on the NASDAQ System at the close of business on the day
before the Effective Date of this Agreement. The options will vest over a three
(3) year period as follows: 25,000 on the first anniversary of Employee's
employment, 25,000 on the second anniversary of Employee's employment, and
25,000 on the day before the third anniversary of Employee's employment. The
options will be as granted as new hire, restricted, non qualified options and
will also vest upon a "change of upon a "change of control", as defined in the
Company's 1999 Stock Option Agreement.
(d) EXPENSES. Company shall promptly pay or reimburse the
Employee for all reasonable business expenses actually incurred or paid by the
Employee in the performance of his services hereunder in accordance with the
policies and procedures of the Company for the reimbursement of business
expenses for its senior level executives, provided that the Employee properly
accounts therefor in accordance with the Company's policy.
(e) TAX WITHHOLDING. The Company shall have the right to
deduct or withhold from the compensation due Employee hereunder any and all sums
required for Federal income and social security taxes and all state or local
taxes now applicable or that may be enacted and become applicable in the future.
(f) RELOCATION. Within sixty (60) days after the Effective
Date, the Company and Employee will agree as to the location that Employee with
work out of. The Company shall pay Employee all reasonable, necessary and actual
costs for Employee's relocation, including actual moving expenses, travel
expenses for Employee and Employee's spouse to look for housing, rental expenses
in Florida until Employee's relocation, broker's commissions on the sale of
Employee's house, closing costs, including attorneys fees and points and
associated costs, as well as grossing up any such expenses taxable to Employee.
However, Employee agrees that in no event shall Company be obligated to pay
Employee for all relocation costs, including any gross up, more than $50,000.
All relocation expenses shall be submitted to the Company for its approval.
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4. BENEFITS.
(a) VACATION. Employee shall be entitled to three (3) weeks of
vacation with pay in the first year of his employment, and thereafter. Vacation
not taken during a calendar year does not accrue unless approved in writing by
the Company. Employee shall not be entitled to receive any additional
compensation from the Company on account of his failure to take a vacation.
(b) PARTICIPATION IN BENEFIT PLANS. Employee shall be entitled
to participate in whatever benefit plans, including health insurance, that are
extended to all executives of the Company, on the same terms that such benefits
are so extended. Employee shall be entitled to family health insurance coverage
beginning ninety (90) days from the commencement of employment from the
Company's insurance carrier (currently Prudential HMO). If Employee elects the
Prudential PPO option, any additional premium will be payable by Employee. The
Company agrees to reimburse Employee for actual expenses of COBRA coverage from
Employee's prior employer for the first ninety (90) days of employment, but not
to exceed the cost of the Company's HMO coverage. The Company shall not be
obligated to maintain any special or additional plans for Employee's benefit.
Employee shall also be entitled to participate in benefit plans extended to
other senior executives of the Company.
5. TERMINATION.
(a) TERMINATION WITHOUT CAUSE; DEATH; DISABILITY. In the event
of Employee's Disability (as defined herein), this Agreement may be terminated
at the election of the Company. Upon termination for death or Disability,
Employee or his/her beneficiary or estate or legal representative shall be
entitled to receive the amounts payable under Section 5(c). For purposes of this
Agreement, "Disability" is defined to mean the inability of Employee due to
illness or physical or mental infirmity (as determined by a physician selected
by Employee and acceptable to the Company) to perform his duties hereunder on a
basis for six consecutive months with reasonable accommodation by the Company.
(b) TERMINATION FOR CAUSE. The Company may terminate
Employee's employment hereunder for "cause", effective immediately upon giving
written notice thereof. For purposes of this Agreement, the term "cause" shall
be limited to (i) conviction of a felony or of any crime involving fraud or
misrepresentation; (ii) the continued failure by Employee to substantially
perform his duties to the Company after receipt of written notice from the
Company specifying any action or inaction by Employee which is deemed by the
Company to constitute a failure to perform his duties hereunder with
suggestions, where feasible, as to how Employee may remedy such failure, and
Employee has failed to correct the unsatisfactory performance within thirty (30)
days of such notice; (iii) Employee's gross negligence or willful misconduct
which is materially injurious to the Company, monetarily or otherwise; (iv)
proven dishonesty affecting the Company; (v) excessive use of alcohol or illegal
drugs interfering with the performance of Employee's duties and the continuance
thereof after written warning; or (vi) any material breach by Employee of the
Company's policies or of the covenants contained in Section 6 of this Agreement
regarding confidentiality. For purposes of the paragraph, no act or failure to
act on Employee's part shall be considered "willful" unless done, or omitted to
be done, by Employee not in good faith and without reasonable belief that his
action or omission was in the best interest of the Company. If at any time the
Company shall determine that Employee has engaged in one
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or more activities constituting "cause" for termination hereunder, Employee's
employment shall be terminated for cause. Company shall pay Employee his full
Base Salary through the date of termination at the then current rate (including
any applicable bonus and accrued vacation pay), and all stock options, if any,
which have become vested and exercisable on or before the date of termination,
with such options remaining exercisable for such period of time specified as in
Employee's Stock Option Agreement(s). Company shall then have no further
obligations to Employee. Employee may give a written request to the Company
within thirty (30) days after such termination requesting an opportunity to be
heard by the Board of Directors of the Company. If Employee timely so requests
such an opportunity to be heard, such opportunity shall be made available to
Employee within thirty (30) days after such written request. If the Board, with
the advice of counsel, determines that there was cause for termination, its
determination shall be deemed to be conclusive and final. In the event Employee
is terminated for cause, Section 6.a) and 6.b) will be of no force or effect. If
it determines in its reasonable judgment that there was not sufficient basis to
terminate Employee for cause, Employee shall be reinstated with all back pay and
benefits restored.
(c) PAYMENT UPON TERMINATION WITHOUT CAUSE. In the event of
termination without cause, Employee shall be given ninety (90) days prior
written notice. Employee shall execute a full and complete release of any and
all claims against the Company in a form satisfactory to the Company, in which
event Employee (or his estate) shall be entitled to severance pay of (i) an
amount equal to Employee's Base Salary on the date of termination for six (6)
months commencing on the date of termination payable in accordance with the
Company's customary payroll practices, plus (ii) a pro rata portion of any bonus
compensation which would have been paid to Employee under any bonus plan which
is adopted by the Company's Compensation Committee or Board of Directors in such
year if the Company and Employee had met the targeted goals to the date of
termination, plus (iii) the continuation of all benefit (including, without
limitation, all insurance plans at no additional expense to the Employee) for 6
months after termination, plus (iv) any remaining unvested options shall vest. A
termination pursuant to Section 1 above shall not be deemed to be a termination
without cause under this Section or a termination for Good Reason under Section
5(f) or subject to this Section 5(c).
(d) ACCELERATION. If the Company defaults in the payment of
any amounts owed hereunder to Employee following written notice by Employee and
fails to cure such default within ten days from the date of such notice,
Employee shall be entitled to accelerate the entire amount due hereunder. The
Company shall have the opportunity to cure a monetary default one time after
which time, if another default occurs, Employee shall be entitled to accelerate
the entire amount due hereunder upon written notice by Employee without
affording the Company an opportunity to cure.
(e) RETURN OF COMPANY PROPERTY. Upon notice of termination by
the Company or resignation by Employee, Employee shall immediately return to the
Company all property of the Company in Employee's possession, including
Confidential Information (as defined below). Employee acknowledges that the
Company may withhold any compensation and benefits owed to Employee hereunder
until all such property is returned.
(f) EMPLOYEE TERMINATION FOR GOOD REASON. Employee may
terminate this Agreement for Good Reason by giving Company ninety (90) days
prior written notice. Good Reason means: (i)
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the assignment of any duties inconsistent in any respect with Employee's
position (including status, offices, titles and reporting requirements),
authority, duties or responsibilities hereunder, or any other action by the
Company which results in a diminution in such position, authority, duties or
responsibilities, excluding for this purpose as isolated, insubstantial and
inadvertent action not taken in bad faith and which is remedied by the Company
promptly after receipt of written notice from Employee; and (ii) any reduction
of Employee's Base Salary or the failure by the Company to provide Employee with
an incentive compensation program and health and the benefits hereunder no less
favorable than the benefits Employee was entitled to hereunder. In such event,
Employee's termination shall be treated as a termination without cause, and he
shall be entitled to the payments enumerated in Section 5(c) above.
(g) MITIGATION. If Employee becomes entitled to compensation
pursuant to Section 5(c) or 5(f) above, Employee shall use reasonable efforts to
seek other employment; provided, however, that he shall not be required to
accept a position of less importance or dignity or of a substantially different
character than the position held as of the date of termination or a position
that could require Employee to engage in activity in violation of the
non-competition provisions of Section 6 hereof nor shall he be required to
accept a position outside South Florida. The amount of any cash compensation
paid or payable from any such employment shall be reported to the Company on a
monthly basis and such amount shall be credited against amounts otherwise
payable by the Company to Employee under Sections 5(c) or 5(f) above. Other than
as provided in this Section 5(g), Employee shall have no duty to mitigate the
amount of any payment provided for in this Agreement.
6. COVENANTS OF EMPLOYEE.
(a) Employee agrees that during the Term and for one (1) year
following a termination of employment for any reason, he will not, directly or
indirectly, engage, assist or participate in, whether as a director, officer,
executive, agent, manager, consultant to vendors/sellers (but may consult to end
users/purchasers), partner, owner or independent contractor or other
participant, in any line of business which is the same as the Company or any of
its subsidiaries are engaged in as of the termination of this Agreement without
the written consent of the Company. Employee and Company agree that this clause
is to protect the interests of the Company while at the same time allowing the
Employee to pursue gainful employment with any other company Employee so
chooses, so long as such Employee does not, within the relevant time period
herein, engage in any line of business that directly competes with any line of
business engaged in by the Company or any of its subsidiaries as of the date
Employee terminates his employment with Company. Nothing contained herein shall
prevent Employee from acquiring less than 1% of any class of securities of any
company that competes with the Company that has any of its securities listed on
a national securities exchange or traded in the over-the-counter market,
provided Employee remains a passive investor.
(b) Employee agrees that during the Term and for one (1) year
after the termination of employment for any reason, he will not, directly or
indirectly, without the prior written consent of the Company, induce or solicit
any person employed or hereafter employed by the Company or any of its
subsidiaries to leave the employ of the Company or any of its subsidiaries or
solicit, recruit,hire or attempt to solicit, recruit or hire any person employed
by the Company. Further, Employee agrees that for a period of one year after the
termination of this Agreement, he will not, directly or indirectly, without the
prior written consent of the Company, solicit, divert away,
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take away, or attempt to take away any customer of the Company who was a
customer which Employee had, alone or in conjunction with others, served,
solicited or had material contacts with during his employment with the Company.
Regarding the latter sentence, Company and Employee agree that Employee may
contact and do business with those customers, however during the relevant time
period, he may not solicit or sell them any product or service in the lines of
business that were the same as then being offered by the Company or any of its
subsidiaries as of the termination of employee's employment.
(c) Employee agrees and acknowledges the he will disclose
promptly to the Company every discovery, improvement and invention made,
conceived or developed by Employee during the entire period of employment
(whether or not during working hours) which discoveries, improvements, or
inventions are capable of use in any way in connection with the business of
Company. To the fullest extent permitted by law, all such discoveries,
inventions and improvements will be deemed works made for hire. Employee grants
and agrees to convey to Company or its nominee the entire right, title and
interest, domestic and foreign, which he may have in such discoveries,
improvements or inventions, or a lesser interest therein, at the option of
Company. Employee further agrees to promptly, upon request, sign all
applications for patents, copyrights, assignments and other appropriate
documents, and to perform all acts and to do all things necessary and
appropriate to carry out the intent of this section, whether on not I am still
an employee of the Company at the time of such requests.
(d) Employee agrees and acknowledges that the Confidential
Information of the Company and its subsidiaries (as hereinafter defined) is
valuable, special and unique to its business, that such business depends on such
Confidential Information, and that the Company wishes to protect such
Confidential Information by keeping it confidential for the use and benefit of
the Company. Based on the foregoing, Employee agrees to undertake the following
obligations with respect to such Confidential Information.
(i) Employee agrees to keep any and all
Confidential Information in trust for the use and benefit of the Company;
(ii) Employee agrees that, except as required by
Employee's duties or authorized in writing by the Company and its subsidiaries,
he will not at any time during and for a period of 10 years after the
termination of his employment with the Company and its subsidiaries, disclose,
directly or indirectly, any Confidential Information of the Company or any of
its subsidiaries. except as maybe required by applicable law or court order, in
which case Employee shall promptly notify Company so as to allow it to seek a
protective order if it so elects;
(iii) Employee agrees to take all reasonable
steps necessary, or reasonably requested by the Company or its subsidiaries, to
ensure that all Confidential Information of the Company is kept confidential for
the use and benefit of the Company and its subsidiaries; and
(iv) Employee agrees that, upon termination of
his employment by the Company or any of its subsidiaries or at any other time
the Company may in writing so request, he will promptly deliver to the Company
all materials constituting Confidential Information (including all copies
thereof) that are in the possession of or under the control of Employee.
Employee further agrees that, if requested by the Company to return any
Confidential Information pursuant to this Subsection
(iv), he will not make or retain any copy or
extract from such materials.
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For the purposes of this Section 6(c), Confidential
Information means any and all information developed by or for the Company or any
of its subsidiaries of which Employee gained knowledge by reason of his
employment by the Company or any of its subsidiaries prior to the date hereof or
during his employment that is not generally known in any industry in which the
Company or its subsidiaries is or may become engaged, but does not apply to
information which is generally known to the public or the trade, unless such
knowledge results from an unauthorized disclosure by Employee. Confidential
Information includes, but is not limited to, any and all information developed
by or for the Company concerning plans, marketing and sales methods, materials,
processes, business forms, procedures, devices used by the Company, its
subsidiaries, suppliers and customers with which the Company had dealt with
prior to Employee's termination of employment with the Company and its
subsidiaries, plans for development of new products, services and expansion into
new areas or markets, internal operations, and any trade secrets, proprietary
information of any type owned by the Company and its subsidiaries, together with
all written, graphic and other materials relating to all or any part of the
same. The Company will receive all materials, including, software programs,
source code, object code, specifications, documents, abstracts, and summaries
developed in connection with Employee's employment. Employee acknowledges that
the programs and documentation developed in connection with Employee's
employment with the Company shall be the exclusive property of the Company, and
that the Company shall retain all right, title and interest in such materials,
including without limitation patent and copyright interests. Nothing herein
shall be construed as a license from the Company to make, use, sell or copy any
inventions, ideas, trade secrets, trademarks, copyrightable works, or other
intellectual property of the Company during the term of this Agreement or
subsequent to its termination.
(f) Employee confirms that he is not bound by the terms of any
agreement with any previous employer or other party which restricts in any way
his use or disclosure of information or his engagement in any business, except
as Employee may disclose in a separate schedule attached to this Agreement prior
to Company's and Employee's execution of this Agreement. Further, Employee
represents that he has delivered to the Company prior to executing this
Agreement true and complete copies of any agreements disclosed on such attached
schedule. Employee represents to the Company that his execution of this
Agreement, employment with the Company and the performance of his proposed
duties for the Company will not violate any obligations Employee may have to any
such previous employer or other party. In any work for the Company, Employee
will not disclose or make use of any information in violation of any agreements
with or rights of any such previous employer or other party, and will not bring
to the premises of the Company any copies or other tangible embodiments of
non-public information belonging to or obtained from any such previous
employment or other party.
(g) INJUNCTIVE RELIEF.
(i) Employee acknowledges and agrees that the
covenants and obligations contained in this Section 6 relate to special, unique
and extraordinary matters and that a violation of any of the terms of this
Section will cause the Company irreparable injury for which adequate remedies at
law are not available. Therefore, Employee agrees that the Company shall be
entitled (without having to post a bond or other surety) to an injunction,
restraining order, or other equitable relief from any court of competent
jurisdiction, restraining the Employee from committing any violation of the
covenants and obligations set forth in this Section 6.
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(ii) The Company's rights and remedies under
this Section are cumulative and are in addition to any other rights and remedies
the Company may have pursuant to the specific provisions of this Agreement and
at law or in equity.
7. MISCELLANEOUS.
(a) ATTORNEY'S FEES. In the event a proceeding is brought to
enforce or interpret any part of this Agreement or the rights or obligations of
any party to this Agreement each party shall pay its own - fees and expenses,
including reasonable attorney fees..
(b) SUCCESSORS AND ASSIGNS. This Agreement and the benefits
hereunder are personal to the Company and are not assignable or transferable by
the Employee without the written consent of the Company. Subject to the
foregoing, this Agreement shall be binding upon and inure to the benefit of the
Company and the Employee and the Employee's heirs and legal representatives, and
the Company's successors and assigns.
(c) GOVERNING LAW. This Agreement shall be construed in
accordance with and governed by the law of the State of Florida, without regard
to the application of principles of conflict of laws.
(d) NOTICES. All notices and other communications required or
permitted to be given under this Agreement shall be in writing and shall be
deemed to have been given if delivered personally or sent by certified mail,
return receipt requested, postage prepaid, to the parties to this Agreement
addressed to the Company at its then principal office, as notified to Employee,
or to the Employee at his address specified on page 1 of this Agreement, or to
either party hereto at such other address or addresses as he or it may from time
to time specify for such purposes in a notice similarly given. All notices and
communications shall be deemed to have been received on the date of delivery.
(e) MODIFICATION; WAIVER. No provisions of this Agreement may
be modified, waived or discharged unless such modification, waiver or discharge
is approved by a duly authorized officer of the Company and is agreed to in a
writing signed by the Employee and such officer. No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time.
(f) COMPLETE UNDERSTANDING. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not set forth expressly in this
Agreement.
(g) HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not control or affect the meaning or
construction of this Agreement.
(h) VALIDITY. The invalidity or unenforceability of any one or
more provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in
full force and effect.
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(i) SEVERABILITY. The invalidity of any one or more of the
words, phrases, sentences, clauses or sections contained in this Agreement shall
not affect the enforceability of the remaining portions of this Agreement or any
part thereof, all of which are inserted conditionally on their being valid in
law, and if any one or more of the words, phrases, sentences, clauses or
sections contained in this Agreement shall be declared invalid, this Agreement
shall be construed as if such invalid word or words, phrase or phrases, sentence
or sentences, clause or clauses, or section or sections had not been inserted.
(j) COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same instrument.
(k) ARBITRATION. Except for disputes relating to Section 7 of
this Agreement, any and all disputes or controversies that shall arise under or
in connection with this Agreement or in any other way related to Employee's
employment by the Company, including termination of employment, shall be
submitted to a panel of three arbitrators under the National Rules for the
Resolution of Employment Disputes of the American Arbitration Association then
in effect. The parties hereby acknowledge that the Federal Arbitration Act takes
precedence over any state arbitration statutes, rules and regulations. Each of
the arbitrators shall be qualified and experienced in employment related matters
with at least one arbitrator being a licensed attorney. The arbitrators must
base their determination solely on the terms and conditions of this Agreement
and the law in the State of Florida. The arbitrators shall have the authority to
award any remedies that a court may order or grant, except that they will have
no authority to award punitive damages or any other damages not measured by the
prevailing party's actual damages, and may not, in any event, make any ruling,
finding or award that does not conform to the terms and conditions of this
Agreement. Arbitration shall be held either in Broward County or Dade County,
Florida, and the parties hereby agree to accept service of process at the
address above written and in the personal jurisdiction and venue as set out
herein. Both parties expressly covenant and agree to be bound by the decision of
the arbitrators as the final determination of the matter in dispute. Judgment
upon the award rendered by the arbitrators may be entered into any court having
jurisdiction thereof. Each party shall pay its own attorney fees and costs.
(l) INDEMNIFICATION. In accordance with the Company's Articles
and Bylaws, the Company agrees to defend, indemnify and hold harmless the
Employee ("Indemnified Party") for acts in his capacity as Employee to the
fullest extent permitted by Florida corporate law at the present time (or as
such right of indemnity may be increased in the future) including in particular
and without limitation with respect to the execution and delivery of this
Agreement or Employee's accepting employment with the Company. The Company
agrees to reimburse the Indemnified Party in advance for any costs of defending
any action or investigation (including reasonable attorneys' fees and expenses)
regarding Employee's performance of his duties under this Agreement, subject to
an undertaking from the Indemnified Party to repay the Company if the
Indemnified Party is determined not to be entitled to such indemnity by a court
of competent jurisdiction; provided that, the Company shall first have the
opportunity to defend Employee so long as counsel hired by the Company does not
have a conflict with representation of both the Company and the Employee and
Employee approves of such counsel. Notwithstanding the foregoing, the Company
shall not be required to advance expenses for the defense of Employee for any
causes of action that relate to activities of Employee that the Company in good
faith determines are outside of the scope of the duties required of Employee
under this Agreement and not related to
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the execution and delivery of this Agreement or Employee's accepting employment
with the Company, including without limitation, for causes of action such as
sexual harassment, torts, etc.
(m) Sections 5(a) and 5(c); 6 and 7 shall survive the
termination of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year first above written.
COMPANY:
PROXYMED, INC., EMPLOYEE:
a Florida corporation
By: /S/ XXXXXX BLUE /S/ XXXXXXX X. XXXXXX
------------------- ---------------------
Xxxxxx Blue, Chairman and C.E.O.
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