EXHIBIT 10.11
EXECUTIVE AGREEMENT
This EXECUTIVE AGREEMENT (this "Agreement") is entered into as of
March 31, 1997, by and between Xxxxxx X. Xxxxxx (the "Executive") and Global
Imaging Systems Inc., a Delaware corporation (the "Company"). Golder, Thoma,
Xxxxxxx, Xxxxxx Fund IV Limited Partnership, a Delaware limited partnership (the
"Fund") is also a party to this Agreement for purposes of Section 2.4 of this
Agreement.
WITNESSETH:
WHEREAS, Executive wishes to purchase, and the Company wishes to sell
to Executive, 1,307.18 shares of the Company's Class B Common Stock, par value
$.01 per share (the "Class B Common"), and
WHEREAS, the Company and Executive desire to enter into an agreement
to provide for the terms and conditions of Executive's employment with the
Company, and the terms and conditions relating to Executive's purchase of shares
of the Company's Class B Common.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the parties hereto agree as follows:
ARTICLE I. TERMS AND CONDITIONS OF SERVICES
1.1 Engagement. The Company hereby engages the Executive as a Vice
President of the Company, and Executive agrees to serve the Company, during the
Service Term (defined in Section 1.5) in the capacities, and subject to the
terms and conditions, set forth in this Agreement.
1.2 Services.
(a) During the Service Term, Executive will serve as a Vice
President of the Company and will be responsible for all technical service,
training and spare parts inventory matters as well as such other duties and
responsibilities as established from time to time by the Company's Chief
Executive Officer and the Company's Board of Directors (the "Board"). Executive
will devote his best efforts and substantially all of his business time and
attention (except for vacation periods and periods of illness or other
incapacity) to the business of the Company and its subsidiaries. Notwithstanding
the foregoing, and provided that such activities do not interfere with the
fulfillment of Executive's obligations hereunder, Executive may (i) serve as a
director of a Corporation that does not compete with the Company and is not
engaged in the office product service business; (ii) serve as a director,
trustee or officer or otherwise participate in educational, welfare, social,
religious and civic organizations; (iii) serve
as a director, officer or employee of any other entity if and to the extent
specifically consented to in writing by the Board; and (iv) acquire investment
interests in one or more entities which are not, directly or indirectly, in
competition with the Company or its subsidiaries and which do not provide
supplies to the Company, except that the Executive may own up to 1% of the
outstanding voting securities of any publicly-held company.
(b) Unless the Company and Executive agree to the contrary,
Executive's place of employment shall be at the Company's principal executive
offices in Tampa, Florida; provided, however, that Executive will work at such
other locations as may be necessary in order to discharge his duties hereunder.
In connection with the establishment of the principal executive office, the
Company will pay all of the Executive's reasonable out-of-pocket moving expenses
associated with his relocation to Tampa (up to a maximum of $40,000). In the
event that the Company and Executive agree that Executive should relocate his
place of employment more than 100 miles from Tampa, Florida, the Company will
reimburse Executive for all reasonable relocation expenses incurred.
1.3 Salary and Bonus. During the Service Term, the Company will pay
Executive an annual base salary of $105,000, subject to periodic increases at
the discretion of the Company's Board of Directors (the "Base Salary"). In
addition, Executive will be eligible for an annual bonus of up to 40% of his
Base Salary based on Executive's attainment of defined budget and corporate
objectives as set by the Company's Board for the year in accordance with any
management incentive bonus plan or other incentive plan or bonus which the Board
establishes and maintains for its key employees. Upon termination of his
employment with the Company for any reason other than good cause shown or his
resignation, Executive will be entitled to receive a pro rata portion of the
incentive compensation for the year (pro rated based upon the number of days in
such year during which Executive is employed by the Company) in which the
termination occurred. Such pro rated incentive compensation shall be paid at
such time as the Company pays incentive compensation to its other management
employees for such year.
1.4 Other Benefits. Executive shall be entitled to receive fringe
benefits customary for the industry including three weeks vacation,
health/accident insurance, disability insurance and life insurance,
reimbursement of reasonable business expenses and other employee benefits as in
effect from time to time for the management employees of the Company.
1.5 Term of Employment. Executive's employment under this Agreement
shall commence on March 31, 1997 and shall continue at the pleasure of the Board
in accordance with the Company's bylaws or until the first to occur of
Executive's resignation, removal, death or disability (as determined in good
faith by the Board) (the "Service Term").
1.6 Covenant Not to Compete.
(a) Executive agrees that, while Executive is employed by the
Company under this Agreement and for a period of 12 months thereafter, he will
not:
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(i) except with the express written consent of the Board,
either directly or indirectly, for himself or on behalf or in
conjunction with any other person, partnership, corporation or other
entity, own, maintain, engage in, render any services for, manage,
contact, have any financial interest in, or permit his name to be used
in connection with, any copier/office equipment dealer business which
then competes with the Company or its subsidiaries or any business in
which the Company has entertained discussions to acquire such business
prior to after the date that Executive's employment hereunder is
terminated; provided, however, that notwithstanding the foregoing,
Executive may during such period own up to 1% of the outstanding
voting securities of any publicly-held company; or
(ii) make any remarks, statements, speeches or any other
written or oral communication to any person or the public which would
in any way disparage, criticize, embarrass, slander, libel or
otherwise be derogatory to the Company and its subsidiaries, or their
employees, officers or directors or to the Fund and its Affiliates.
(b) If, at the time of enforcement of any provision of Section
1.6(a) above, a court holds that the restrictions stated therein are
unreasonable under circumstances then existing, the parties hereto agree that
the maximum period, scope or geographical area reasonable under such
circumstances will be substituted for the stated period, scope or area.
(c) In the event of a breach by Executive of the provisions of
Section 1.6(a) above, the Company or its successors or assigns may, in addition
to other rights and remedies existing in their favor, apply to any court of
competent jurisdiction for specific performance and/or injunctive or other
relief in order to enforce or prevent any violations of the provisions thereof.
(d) The provisions of this Section 1.6 are independent of any
other noncompete agreement between the Company and the Executive and shall be
cumulative with any such noncompete provisions set forth in such agreement.
1.7 Confidential Information. Executive acknowledges that the
information, observations and data obtained by him during the course of his
employment with the Company concerning the business or affairs of the Company
and its affiliates are the property of the Company. Therefore, Executive agrees
that he will not disclose to any unauthorized person or use for his own benefit
any of such information, observations or data without the Board's prior written
consent, unless and to the extent that the aforementioned matters (i) are
generic to the office equipment dealer industry; (ii) are known or developed by
Executive prior to the date of this Agreement; (iii) become generally known to
and available for use by the public otherwise than as a result of the
Executive's acts or omissions in violation of this Agreement; or (iv) are
required to be disclosed by judicial process or law. Executive agrees to
deliver to the Company at the termination of his employment, or at any other
time the Company may request, all memoranda, notes, plans, records, reports and
other documents (and copies thereof) relating to
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the business of the Company and its affiliates which he may then possess or have
under his control.
1.8 Executive's Representations and Warranty. Executive represents
and warrants that he has full right and authority to enter into this Agreement
and fully to perform his obligations hereunder, that he is not subject to any
non-competition agreement, and that his past, present and anticipated future
activities have not and will not infringe on the proprietary rights of others.
Executive further represents and warrants that he is not obligated under any
contract (including licenses, covenants or commitments of any nature) or other
agreement, or subject to any judgment, decree or order of any court or
administrative agency which would conflict with his obligation to use his best
efforts to promote the interests of the Company or which would conflict with the
Company's business as conducted or proposed to be conducted. Neither the
execution nor delivery of this Agreement, nor the carrying on of the Company's
business as an officer, director or employee by Executive, will conflict with or
result in a breach of the terms, conditions or provisions of or constitute a
default under any contract, covenant or instrument under which Executive is now
obligated.
ARTICLE II. TERMS AND CONDITIONS
RELATING TO EXECUTIVE SHARES
2.1 Definitions. For purposes of Articles II and III of this
Agreement, the following terms will have the meanings set forth below:
"Common Stock" means all shares of all classes of the Company's common
stock.
"Change in Control" shall mean a change in control of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A, as in effect on the date of this Agreement, promulgated under
the Securities Exchange Act of 1934, as amended (without regard to whether the
Company is subject to such Regulation).
"EBIT" shall mean the Company's earnings before interest and taxes
computed in accordance with generally accepted accounting principles.
"Executive Shares" means all shares of the Company's Class B Common
purchased by Executive pursuant to Section 2.2 hereof; all Executive Shares will
continue to be Executive Shares in the hands of any holder other than Executive
(except for the Fund, the Fund's affiliates and purchasers pursuant to an
offering registered with the Securities and Exchange Commission or purchasers
acquiring Executive Shares in a market sale made pursuant to Rule 144
promulgated under the Securities Act of 1933, as amended (the "1933 Act")), and
each such other holder of Executive Shares will succeed to all rights and
obligations attributable to Executive as a holder of Executive Shares hereunder.
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"Fair Market Value" of each share of Class B Common shall mean (a) the
Company's EBIT for the rolling twelve month period ending on the last day of the
most recent calendar quarter prior to the date of determination multiplied by
(b) the Recent Acquisition Multiples plus, (c) Excess Cash less, (d) the sum of
(i) all outstanding long-term indebtedness of the Company and its subsidiaries
on the date of determination, (ii) the redemption value of all shares of the
Company's preferred stock (if any) and all accrued dividends thereon on the date
of determination, and (iii) the sum of the Unreturned Original Cost and the
Unpaid Yield (as such terms are defined in the Company's certificate of
incorporation in effect on the date hereof) on the Company's Class A Common
Stock, multiplied by (e) .9 and divided by (f) the aggregate number of shares of
Class B Common then outstanding. For purposes of this definition, "Recent
Acquisition Multiples" shall mean (x) the sum of the aggregate purchase prices
paid by the Company for its three most recent acquisitions in the copier/office
equipment dealer industry (or such total number of acquisitions if the Company
has made less than three acquisitions) prior to the date of determination,
divided by (y) the sum of the pro forma EBIT for each of such acquisitions
calculated based on the Company's projections for such acquisitions for the
twelve calendar months following the month of the consummation of each such
acquisition. For purposes of this definition, "Excess Cash" shall mean the
amount by which cash or cash equivalents of the Company exceed the Company's
current liabilities on the date of determination, as reasonably determined by
the Board in good faith in accordance with generally accepted accounting
principles.
"Initial Public Offering" shall mean the completion of the first
offering of the Company's Common Stock to the public pursuant to an effective
registration statement under the Securities Act with net proceeds to the Company
or the sellers of such Common Stock of not less than $5 million.
"Purchase Agreement" shall mean the Equity Purchase Agreement dated
June 9, 1994, as amended from time to time, among the Company, GTCR and Xxxxxx
X. Xxxxxxx.
"Restricted Shares" means, on any date following the date hereof but
prior to the fifth anniversary of the date hereof, a number of Executive Shares
equal to 100% of the number of Executive Shares outstanding on such date reduced
by 20% of such Executive Shares for each full year prior to such date
(calculated annually on each anniversary of the date hereof). No Executive
Shares shall be Restricted Shares on or after the fifth anniversary of the date
hereof or, if earlier, upon the occurrence of any event specified in Section
2.8. In the event of the termination of Executive's employment because of
Executive's death or disability (as reasonably determined by the Company's Board
in accordance with Section 1.5 hereof), the number of Restricted Shares
outstanding on the resultant Termination Date shall be the lesser of the number
of Restricted Shares as calculated above or 50% of the number of Executive
Shares outstanding on such date.
"Securities Act" shall mean the Securities Act of 1933, as amended
from time to time.
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"Stockholders Agreement" shall mean that certain Stockholders
Agreement dated June 9, 1994, as amended from time to time, among the Company,
the Fund and the other stockholders of the Company.
"Vested Shares" means Executive Shares that are not Restricted Shares.
2.2 Purchase and Sale of Executive Shares. Executive hereby
subscribes and agrees to purchase, and the Company hereby agrees to sell to
Executive, on the date hereof, 1,307.18 shares of the Company's Class B Common
at an issuance price of $9.00 per share, for a total purchase price in cash of
$11,764.62.
2.3 Investment Representations. Executive represents and warrants
that the Executive Shares to be acquired by him pursuant to this Agreement will
be acquired for his own account and not with a view to, or present intention of,
distribution thereof in violation of the Securities Act, and will not be
disposed of in contravention of the Securities Act. Executive acknowledges that
he is able to bear the economic risk of his investment in the Executive Shares
for an indefinite period of time, because the Executive Shares have not been
registered under the Securities Act and, therefore, cannot be sold unless
subsequently registered under the Securities Act or an exemption from such
registration is available.
2.4 Repurchase Option.
(a) If the services provided by the Executive to the Company
shall terminate at any time for any reason whatsoever (the date of such
termination referred to herein as the "Termination Date"), the Company shall
have the option ("Option") to purchase from Executive all of his (i) Restricted
Shares as of the Termination Date, at the purchase price per share originally
paid by Executive for the Restricted Shares and (ii) Vested Shares at a purchase
price per share equal to the Fair Market Value. The Company shall give written
notice of its intention to purchase such Executive Shares to Executive (or his
personal representative) within 90 days after the Termination Date and shall
deliver a check or cash in payment for such Executive Shares within 120 days
after the Termination Date. Executive shall deliver to the Company a properly
endorsed unencumbered certificate representing the Executive Shares so
repurchased.
(b) If for any reason the Company does not elect to purchase all
the Executive Shares pursuant to the Option, the Fund shall be entitled to
exercise the Option in the manner set forth in Section 2.4(a) for the Executive
Shares that the Company has not elected to purchase (the "Available Shares").
As soon as practicable after the Company has determined that there will be
Available Shares, but in any event within 30 days after the Termination Date,
the Company will give written notice to the Fund setting forth the number of
Available Shares, and the Fund may elect to purchase Available Shares by
delivering written notice to the Company and Executive within 60 days after
receipt of such notice. As soon as practicable, and in any event within the 120
day period set forth above in Section 2.4(a), the Company shall notify Executive
as to the number of Executive Shares being purchased by the Fund and the
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Fund shall deliver a check or cash in payment for such Executive Shares within
120 days after the Termination Date.
(c) Executive shall not sell, transfer, pledge or otherwise
dispose of Executive Shares, or any interest in any Executive Shares, except
that Executive may transfer all or a part of his Executive Shares to members of
his immediate family by gift, or to a trust for the benefit of Executive and/or
members of his immediate family, or by will or the laws of descent and
distribution, and any such trust may transfer shares to the Executive and/or
members of the Executive's immediate family in accordance with its terms;
provided that any Executive Shares so transferred shall remain subject to all
the terms and conditions of this Agreement; and further provided that Executive
shall retain the power to vote any Executive Shares so transferred under an
irrevocable proxy or other arrangement reasonably satisfactory to the Company
(the "Retention Agreement").
(d) The right to repurchase Executive Shares shall terminate if
there is a Change in Control of the Company or if the Company (i) sells to an
unaffiliated third party all or substantially all of its assets on a
consolidated basis in any single transaction or series of related transactions
(other than sales in the ordinary course of business) or (ii) merges or
consolidates with or into another corporation, except for a merger after giving
effect to which, the holders of the Company's voting capital stock immediately
prior to the merger, assuming conversion or exercise of all securities
convertible into or exercisable for voting capital stock (the "Voting Capital"),
will own a majority of the Company's Voting Capital subsequent to the merger.
The right to repurchase Vested Shares set forth in Sections 2.4(a) and (b) shall
terminate upon the closing of an Initial Public Offering.
(e) Upon the earlier of (i) a Sale of the Company (as defined in
the Stockholders Agreement) or (ii) a Qualified Public Offering (as defined in
the Stockholders Agreement), the Company shall have the right to redeem a number
of Executive Shares determined based on the following formula:
Redeemed Amount = OB x (1 - (OA / IC))
WHERE:
OB = The number of Class B Common Shares purchased by the
Executive pursuant to this Agreement.
OA = The number of Class A Common Shares purchased by the Fund
pursuant to the Purchase Agreement prior to the date of
determination.
IC = The aggregate number of shares of Class A Common which the
Fund would have acquired if it had purchased its full
Individual Commitment under the Purchase Agreement.
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For example:
If Executive purchased 5,000 shares of Class B Common pursuant to the
Executive Agreement and the Fund has purchased 8,000 of its 10,000
shares of Class A Common pursuant to the Purchase Agreement prior to a
Qualified Public Offering, then:
Redeemed Amount = 5,000 x (1 - (8,000 / 10,000))
Redeemed Amount = 5,000 x (1 - .8)
Redeemed Amount = 5,000 x .2
Redeemed Amount = 1,000 shares of Class B Common
The number of Redeemed Shares may then be repurchased in cash by the
Company for an amount equal to the original purchase price for such
shares ($9.00 per share). In addition, the Company shall reimburse
the Executive for any income taxes associated with such redemption.
2.5 Changes in Capital Structure. If any changes are made in the
Company's Common Stock by reason of any merger, consolidation, reorganization,
recapitalization, stock dividend, stock split or any other combination or
exchange of Common Stock, any and all new or substituted securities to which
Executive is entitled because of his ownership of the Executive Shares shall be
deemed to be Executive Shares for the purposes of this Agreement, and
corresponding adjustments shall be made in the number and kind of securities
which Executive has the right to acquire hereunder. For the purpose of
establishing the purchase price under the Option, the original price per share
paid by Executive as described in Section 2.2 shall be appropriately adjusted to
reflect such changes. In addition, the right to purchase Executive Shares under
Section 2.4(a) above (i) shall be made in good faith by the Board and (ii) shall
not be made within six months of any event specified in Section 2.8, unless
Executive has been terminated for cause.
2.6 Stockholders Agreement. Executive agrees to execute and to be
bound by the terms of the Stockholders Agreement and to the addition of the
stock certificate legend required by the Stockholders Agreement on his shares of
Common Stock.
2.7 Transfers Not Recognized. Executive recognizes that his
Executive Shares are subject to certain restrictions on transfer, including the
Option, the Retention Agreement, and the Stockholders Agreement. Any sale,
transfer or other disposition by Executive of all or a portion of the Executive
Shares, or any interest therein, which is not made in conformity with the above
restrictions, as well as any others in this Agreement or the Stockholders
Agreement, shall be null and void, and the secretary of the Company or other
person having custody and control of the stock transfer records of the Company
shall not be required to recognize such sale, transfer, or other disposition,
nor to issue a new stock certificate
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or certificates therefor unless or until the secretary or such other person
shall have received written evidence satisfactory to counsel for the Company
that the sale, transfer, or other disposition is made in conformity with and not
in violation of the terms of this Agreement.
2.8 Termination of Restrictions. The restrictions on the Executive
Shares, including the restrictions on the transfer thereof, set forth in this
Article II will terminate on the first to occur of (i) the date on which the
Company is merged or consolidated into a new surviving company and the holders
of the Company's Common Stock immediately prior to the merger or consolidation
own less than a majority of the Company's Common Stock subsequent to such merger
or consolidation, (ii) there is a sale of all, or substantially all, of the
Company's assets or capital stock in a single transaction or series of related
transactions, or (iii) upon a Change in Control of the Company. Except for the
provisions of Section 2.4(a)(i), the restrictions on Executive Shares hereunder
shall terminate upon the closing of an Initial Public Offering.
2.9 Securities Act Restrictions.
(a) The certificates representing the Executive Shares will bear
the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED
ON MARCH 31, 1997, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT
REGISTRATION IS NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER,
CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN
AN EXECUTIVE AGREEMENT BETWEEN, AMONG OTHERS, GLOBAL IMAGING SYSTEMS
INC. AND XXXXXX X. XXXXXX, DATED AS OF MARCH 31, 1997, A COPY OF WHICH
MAY BE OBTAINED BY THE HOLDER HEREOF AT SUCH COMPANY'S PRINCIPAL PLACE
OF BUSINESS WITHOUT CHARGE."
(b) No holder of Executive Shares may sell, transfer or dispose
of any Executive Shares (except pursuant to an effective registration statement
under the Securities Act) without first delivering to the Company an opinion of
counsel reasonably acceptable in form and substance to the Company that
registration under the Securities Act is not required in connection with such
transfer.
(c) Each holder of Executive Shares agrees not to effect any
public sale or distribution of any equity securities of the Company, or any
securities convertible into or exchangeable or exercisable for such securities,
during the seven days prior to and the 90 days after the date on which any
registration statement covering securities of the Company (whether a primary or
secondary offering) becomes effective under the Securities Act.
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2.10 Section 83(b) Filing. Within 30 days after the date of this
Agreement, Executive will make an effective election with the Internal Revenue
Service under Section 83(b) of the Internal Revenue Code and the regulations
promulgated thereunder in the form of Exhibit A attached hereto for the
Executive Shares.
ARTICLE III. GENERAL PROVISIONS
3.1 Notices. Any notice provided for in this Agreement must be in
writing and must be delivered to the recipient at the address below indicated:
To the Company:
X.X. Xxx 000000
Xxxxx, Xxxxxxx 00000-0000
Facsimile No. (000) 000-0000
Attention: Chairman
To Executive:
Xxxxxx X. Xxxxxx
X.X. Xxx 000000
Xxxxx, Xxxxxxx 00000-0000
Facsimile No.: (000) 000-0000
To the Fund:
Golder, Thoma, Xxxxxxx, Xxxxxx
Fund IV Limited Partnership
Suite 6100
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxx
Facsimile No.: (000) 000-0000
or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement will be deemed to have been given five business days
after mailing by first class mail, certified return receipt requested, one
business day after delivery to a receipted courier for next business day
delivery, or upon transmission by telex or facsimile.
3.2 Severability. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under
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any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or any other jurisdiction,
but this Agreement will be reformed, construed and enforced in such jurisdiction
as if such invalid, illegal or unenforceable provision had never been contained
herein.
3.3 Complete Agreement. This Agreement, those documents expressly
referred to herein and other documents of even date herewith embody the complete
agreement and understanding among the parties and supersede and preempt any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way.
3.4 Counterparts; Facsimile Transmission. This Agreement may be
executed on separate counterparts, each of which is deemed to be an original and
all of which taken together constitute one and the same agreement. This
Agreement may be executed and delivered by facsimile transmission.
3.5 Successors and Assigns. This Agreement is intended to bind and
inure to the benefit of and be enforceable by Executive, the Company and the
Fund, and their respective successors and assigns, except that Executive may not
assign any of his rights or obligations under Article I.
3.6 Choice of Law. The corporate law of the State of Delaware will
govern all questions concerning the relative rights of the Company and its
stockholders. All other questions concerning the construction, validity and
interpretation of this Agreement will be governed by the internal law, and not
the law of conflicts, of the State of Florida.
3.7 Remedies. Each of the parties to this Agreement (including the
Fund) will be entitled to enforce its rights under this Agreement specifically,
to recover damages by reason of any provision of this Agreement and to exercise
all other rights existing in its favor. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and that any party may in its sole discretion
apply to any court of law or equity of competent jurisdiction for specific
performance and/or injunctive relief in order to enforce or prevent any
violations of the provisions of this Agreement. The prevailing party in any
action described in this Section 3.7 shall be entitled to payment of its
reasonable attorneys' fees from the other party.
3.8 Amendments and Waivers. Any provision of this Agreement may be
amended or waived only with the prior written consent of the Company and
Executive; provided that no provision of Article II may be amended or waived
without the prior written consent of the Fund.
3.9 Expenses. The Company agrees to pay and hold the Executive
harmless against liability for the payment of the reasonable fees and expenses
of his counsel arising in connection with the negotiation, execution and
consummation of the transactions contemplated by this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
day and year first above written.
EXECUTIVE:
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Xxxxxx X. Xxxxxx
GLOBAL IMAGING SYSTEMS INC.
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------------
Xxxxxx X. Xxxxxxx
President and Chief Executive Officer
Accepted as of April 1, 1997:
GOLDER, THOMA, XXXXXXX, XXXXXX
FUND IV LIMITED PARTNERSHIP
By: GOLDER, THOMA, XXXXXXX,
XXXXXX IV L.P.
General Partner
By: Golder, Thoma, Cressey,
Rauner, Inc.
General Partner
By: /s/ Xxxx X. Xxxxx
------------------------------
Xxxx X. Xxxxx
Authorized Officer
The Exhibits to this Executive Agreement are not included with this Registration
Statement on Form S-1. Global will provide these exhibits upon the request of
the Securities and Exchange Commission.
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