EXHIBIT 10R
EMPLOYMENT AGREEMENT
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THIS AGREEMENT is made and entered into as of the 31st day of January,
1997, by and between SUNQUEST INFORMATION SYSTEMS, INC., a Pennsylvania
corporation, (hereinafter referred to as "Employer"), and XXXXXX X. XxXXXXXXX,
an individual (hereinafter referred to as "Employee").
WITNESSETH THAT:
WHEREAS, Employer is a Pennsylvania corporation specializing in the
design, sale and installation of information systems; and
WHEREAS, Employee was formerly an Executive Vice President and the
Chief Operating Officer of Employer, and after several years of pursuing
alternative career opportunities independent of Employer, Employee desires to
re-establish his ties with Employer and rejoin Employer's team on a full-time
basis; and
WHEREAS, Employer desires to retain Employee and Employee desires to be
employed by Employer, subject to the terms and provisions of this Agreement; and
WHEREAS, Employee shall have access to the various trade secrets,
confidential information, methods and manner of operations of the business of
Employer.
NOW, THEREFORE, for and in consideration of the mutual covenants
contained herein, including, but not limited to, Employee's assent to be bound
by the Covenant Not To Compete and the Covenant Not To Disclose Proprietary
Information contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by the parties hereto,
Employer and Employee, each intending to be legally bound, hereby covenant and
agree as follows:
ARTICLE I
EMPLOYMENT
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1.01 Employer hereby agrees to employ Employee and Employee hereby
agrees to be employed by Employer under the terms and conditions as set forth in
this Agreement.
ARTICLE II
TERM OF AGREEMENT AND TERMINATION
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2.01 The term of this Agreement shall begin on February 17, 1997 and
shall continue thereafter until terminated in accordance with the terms set
forth in this Agreement.
2.02 This Agreement may be terminated:
(a) at the will of either party at any time, with or without reason,
with sixty (60) days prior written notice; or
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(b) unilaterally by Employer if Employer determines that cause
("Cause") exists, with prior written notice to Employee. Cause
shall mean gross neglect of duty, the acceptance by Employee of a
position with another employer without consent, intentionally
engaging in any activity which is in conflict with or adverse to
the interests of Employer, willful misconduct on the part of
Employee, misfeasance or malfeasance of duty causing a violation
of any law which is determined to be detrimental to Employer,
breach of a fiduciary duty owed to Employer or any shareholder of
Employer or any material breach of this Agreement which has not
been corrected by Employee within ten (10) days after his receipt
of written notice of such breach from Employer; or
(c) upon the death of Employee; or
(d) by Employer after Employee has been totally disabled for a period
in excess of sixty (60) days ("Total Disability"). Total
Disability shall be defined in the same manner as in the
disability insurance policy provided by Employer and covering
Employee.
2.03 The parties shall be required to carry out any provisions hereof
which contemplate performance by them subsequent to any termination or
expiration of employment, and such termination or expiration of employment shall
not affect any covenant, warranty, liability or other obligation which shall
have arisen or accrued prior to such termination or expiration of employment,
unless otherwise provided in this Agreement.
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ARTICLE III
TITLE; SCOPE OF DUTIES
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3.01 Employee shall initially hold the position of Executive Vice
President of Sales and Marketing. Employee shall hold this position and fulfill
the duties of this position in the manner set forth herein for so long as the
Chief Operating Officer ("COO") of Employer shall require during the term of
this Agreement.
3.02 Employee understands that Employer is managed by one Chief
Executive Officer ("CEO"), one COO and several Executive Vice Presidents, each
of the Executive Vice Presidents being equally important in authority and
responsibility in and to Employer. Employee also understands that the Board of
Directors of Employer may create any other management position that it
determines in its sole discretion to be necessary.
3.03 Employee understands that Employee is to report directly to the
COO. In addition, Employee shall interact and work with all Executive Vice
Presidents, Senior Vice Presidents, Vice Presidents and the remainder of
Employer's employees, in a manner which demonstrates and encourages support of,
and empathy and respect for, the other individuals and their needs, skills and
talents.
3.04 Employee's further obligations shall include, but not be limited
to, the following:
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(a) Devoting his full working time to rendering services on behalf of
Employer and to render such services with competence, efficiency
and fidelity;
(b) Complying with Employer's policies, procedures, standards and
regulations;
(c) Performing all of those duties and discharging all of the
responsibilities with which Employee has been charged in his
capacity as Executive Vice President of Sales and Marketing, from
time to time, by the COO; and
(d) Performing all of the services stated in this Article III
generally from Employer's Western office, located in Tucson,
Arizona and from such other locations to which Employer and
Employee may hereafter agree.
ARTICLE IV
FUTURE SUBSIDIARY
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4.01 During the term of this Agreement, Employer and Employee will
evaluate the feasibility of Employer forming and operating a subsidiary for the
purpose of negotiating on a cooperative basis with health insurers and public
healthcare payors, suppliers, contractors and other third parties with whom
Employer and/or Employer's clients have business relationships: (a) to market
laboratory services; (b) to achieve economies of scale and favorable rates and
terms in the purchase of laboratory instruments, reagents and services; and (c)
to exploit the commercial use of the data obtained from providing such services
(said subsidiary hereinafter to be referred to as "Virtual Megalab").
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4.02 The decision whether to begin operation of Virtual Megalab shall
be at the mutual determination of Employer and Employee.
4.03 Should Virtual Megalab begin, Employee agrees to assume the
responsibilities of running the operations of Virtual Megalab and assume the
position of President of Virtual Megalab, directly reportable in such position
to the President of Employer, in addition to his other duties assigned herein.
4.04 If Employee is called upon to assume the position of President of
Virtual Megalab as discussed above, then during the term of Employee's service
in such capacity:
(a) Employer and Employee will coordinate Employee's employment as
President of Virtual Megalab, with Employee's continuation of his
duties and obligations as Executive Vice President of Sales and
Marketing of Employer. Employer will provide such assistance and
resources as shall reasonably be necessary to permit Employee to
accomplish his duties in both capacities;
(b) In addition to the compensation set forth in Article VI of this
Agreement as adjusted pursuant to Section 4.06 hereof, Employer
will provide a compensation arrangement with respect to Employee's
efforts on behalf of Virtual Megalab which will be the transfer to
Employee of six and two-thirds percent (6 2/3%) of all issued and
outstanding shares of stock of Virtual Megalab (the "Megalab
Stock") at the completion of each year of Employee's service as
President of Virtual Megalab, for up to three (3) years, such that
Employee will own twenty
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percent (20%) of all Megalab Stock at the end of three (3) years.
At the later of Virtual Megalab attaining a value of $25,000,000
and Employee receiving twenty percent (20%) of the Megalab Stock
pursuant to this Subsection 4.04(b), Employer, at the election of
Employee, will purchase fifty percent (50%) of Employee's Megalab
Stock; provided, however, that (i) Employee must be an employee of
Employer or Virtual Megalab at such time; (ii) the valuation of
Virtual Megalab and the Megalab Stock shall be made in accordance
with the procedures and terms set forth on Exhibit A attached
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hereto and made part hereof; (iii) Employer may elect to pay the
purchase price for the Megalab Stock in cash or Employer's
securities or any combination thereof; and (iv) that such purchase
price will never exceed THREE MILLION FIVE HUNDRED THOUSAND AND
NO/100 DOLLARS ($3,500,000) for one-half (1/2) of Employee's
Megalab Stock; and
(c) Employee shall be a full voting member of the board of directors
of Virtual Megalab.
4.05 Should Employer employ Employee as President of Virtual Megalab,
Employee shall actively assist in his transition to this new position by, among
other things, promoting Employer, including loyalty to Employer, to all
employees.
4.06 Should Employer employ Employee as President of Virtual Megalab,
Employee's compensation and benefits shall continue in accordance with Article
VI of this Agreement
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until such time as the parties mutually agree that Employee's duties and efforts
have become more associated with Virtual Megalab than with Employer. At such
time:
(a) Employer will reduce Employee's annual base salary as set forth in
Section 6.01(a) to ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS
($150,000);
(b) Entitlement to the bonus set forth in Section 6.02 of this
Agreement shall cease;
(c) All rights to nonqualified stock options pursuant to Section 6.03
shall continue unaffected;
(d) Employer shall pay Employee, in addition to his base compensation,
two and one-half percent (2 1/2%) of the pre-tax profit of
Virtual Megalab (upon such terms and conditions as the parties may
at the time agree); and
(e) Other employee benefits provided to employees of Employer, such as
health insurance, shall continue.
ARTICLE V
EXCLUSIVE SERVICE
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5.01 During the term of this Agreement, Employee shall devote his full
time and best efforts to the performance of his employment under this Agreement.
During the term of this Agreement, Employee shall not, at any time or place,
either directly or indirectly, become engaged in any fashion whatsoever by, for
and/or on behalf of any entity which is involved in the design, sale and/or
installation of hospital, laboratory, radiology and/or pharmacy information
systems, and/or critical data management systems, or of any other systems, or
any modules or components thereof, the design, sale or installation of which, or
significant efforts related thereto, are commenced by
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Employer while Employee is employed by Employer. Furthermore, during the term
of this Agreement, Employee shall not, at any time or place, either directly or
indirectly, become engaged in any fashion whatsoever by, for and/or on behalf of
any entity which is involved in a business which is competitive with the
business of Virtual Megalab while Employee is employed by Employer and/or
Virtual Megalab. This provision is in addition to, and not in lieu of, that
contained in Article VIII hereof.
ARTICLE VI
COMPENSATION
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6.01 Base Compensation. As compensation for all services rendered
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during the term of this Agreement, as well as consideration for Employee's
agreement to be legally bound by the covenants set forth in Articles VII and
VIII herein, Employee shall be entitled to the following, as described in this
Section 6.01 ("Base Compensation"), during the term of this Agreement:
(a) an annual salary of TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS
($250,000) payable in equal bi-weekly installments; and
(b) participation in the benefit plans of Employer which are in effect
or which may be adopted from time to time during the term of this
Agreement, while this Agreement is in effect and for which
Employee satisfies all applicable eligibility requirements;
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(c) during the term of this Agreement, fifteen (15) days of paid
vacation from the regular duties with Employer. Such vacation is
non-cumulative from year to year; and
(d) TEN THOUSAND AND NO/100 DOLLARS ($10,000) as a one-time, initial
signing bonus if this Agreement is executed before or on January
31, 1997 and Employee begins employment on or before February 17,
1997.
6.02 Bonus.
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(a) Employee may be entitled to a bonus ("Bonus") upon the terms and
conditions hereinafter set forth.
(b) Employee's Bonus shall consist of the following:
(i) Effective February 17, 1997, a bonus equal to one-fifth of
one percent (0.20%) of the Gross Profit (hereinafter
defined); provided, however, that if the Discounts
(hereinafter defined) on the sales which comprise the Gross
Profit exceed thirty percent (30%), then the percentage
earned pursuant to this Subsection 6.02(b)(i) will be
decreased to 15/100ths of one percent (0.15%) instead of one-
fifth of one percent (0.20%).
(ii) Any Bonus due to Employee pursuant to this Section 6.02 shall
be paid as follows:
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(1) Fifty percent (50%) of such Bonus within thirty (30)
days after the end of the month in which the sale
generating the Gross Profit is consummated; and
(2) The remaining fifty percent (50%) of such Bonus on
January 1 of the following calendar year; provided,
however, that the second fifty percent (50%) of the
Bonus due pursuant to this Section 6.02 shall be due and
payable only if Employee is in the employ of Employer on
said payment date, unless Employee's employment with
Employer was terminated by Employer without Cause prior
to said date.
6.03 Nonqualified Stock Options. Upon the effective start date of
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Employee's employment with Employer, Employee shall be awarded a nonqualified
stock option (as that term is used in the Nonqualified Stock Option Agreement
attached hereto as Exhibit B) to purchase FIFTY THOUSAND (50,000) shares of
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Employer's Common Stock exercisable at the price stated in, and subject to the
terms and conditions of, the Nonqualified Stock Option Agreement. Employer and
Employee agree to execute a Nonqualified Stock Option Agreement in substantially
the form as attached hereto as Exhibit B, to be provided to Employee by Employer
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within five (5) business days of his effective start date.
6.04 Definitions. For purposes of this Agreement, and specifically
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this Article VI:
(a) "Gross Profit" shall be defined to mean the net invoice price for
license fees and sales to sites for software and hardware,
including software products which
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may be purchased from time to time by Employer (including the
Antrim Corporation products), reduced by the invoice price to
Employer from all suppliers of hardware and/or third party
software relating to such sales. Gross Profit shall not include
any amounts charged by Employer to the sites for maintenance,
installation, service and/or service-related products, which
service-related products include, but are not limited to, HIS
interfaces and instrument interfaces (including Intellicare).
Gross Profit shall also be reduced by the present value of any and
all discounts provided on maintenance and service on sales.
(b) "Discounts" shall be defined to mean the amount by which
Employer's list sales price plus the list retail price for
hardware, non-Employer system software and suppliers from other
manufacturers and vendors exceeds the contract price to the site
for such sales and licenses. Discounts shall include any
additional months of free maintenance and/or any other free
consulting or service or other give-aways relating to such
contract with the sites.
ARTICLE VII
COVENANT NOT TO DISCLOSE PROPRIETARY INFORMATION
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7.01. Employee recognizes that Employer is engaged in a continuous
program of development and production relating to its business, present and
future, including fields generally related to the business of Employer, and that
Employer possesses and will continue to possess information that has been
created, discovered, developed or otherwise become known to Employer
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(including, without limitation, information created by, discovered or developed
by, or made known to, Employee during the period of or arising out of employment
by Employer) and/or in which property rights have been assigned or otherwise
conveyed to Employer, which information has commercial value in the business in
which Employer is engaged (hereinafter collectively referred to as "Proprietary
Information"). Proprietary Information includes, without limitation,
algorithms, flow charts, trade secrets, processes, computer software,
inventions, improvements, techniques, data, know-how, proposals, writings,
marketing plans, strategies, forecasts, patentable material, material
registrable under copyright or similar statutes, client and customer lists and
information, and any information applicable to the business of Employer or
applicable to the business of any client or customer of Employer which may be
made known to Employee by Employer or by any client or customer of Employer, or
learned by Employee during the term of this Agreement.
7.02. Employee understands that his employment creates a relationship
of confidence and trust between Employee and Employer with respect to any
Proprietary Information.
7.03. In consideration of Employee's employment by Employer and the
compensation received by Employee from Employer from time to time pursuant to
this Agreement, including, without limitation, as provided in Sections 6.01 and
6.02, respectively, Employee hereby agrees as follows:
(a) Employee acknowledges that all Proprietary Information is the
confidential and exclusive property of Employer that will not be
converted or disclosed to anyone for any purpose whatsoever except
to employees of Employer in furtherance of Employer's business.
Employee will not at any time, whether
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during or after the termination of his employment, disclose to any
person or entity any of the Proprietary Information of Employer
and Employee will not or permit any person or entity to examine
and/or make copies of any documents which contain or are derived
from any Proprietary Information, whether prepared by Employee or
otherwise coming into Employee's possession or control, without
the prior written consent of Employer. Employee will not make any
use of Proprietary Information except in the discharge of
Employee's duties as an employee of Employer;
(b) All documents, records, apparatus, equipment and other physical
property, whether or not pertaining to the Proprietary
Information, furnished to Employee by Employer or produced by
Employee or others in connection with employment shall be and
remain the sole property of Employer and shall be returned to
Employer immediately as and when requested by Employer. Even if
Employer does not so request, Employee shall return and deliver
all such property to Employer upon termination or expiration of
this Agreement for any reason, and Employee will not take with him
any such property or any reproduction of such property upon such
termination or expiration. Employee shall treat all such property
in accordance with policies established by Employer from time to
time;
(c) Employee will promptly disclose to Employer or any persons
designated by it, all improvements, formulas, ideas, processes,
techniques, know-how, data, computer software, documentation,
proposals, writings, whether or not
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patentable or registrable under copyright or similar statutes or
subject to analogous protection, made or conceived or reduced to
practice or learned by Employee, either alone or jointly with
others, during the term of employment (all such improvements,
formulas, ideas, processes, techniques, know-how, data, computer
software, documentation, proposals and writings are hereinafter
collectively referred to as "Developments" and individually as a
"Development");
(d) Employee agrees that all Developments which Employee develops (in
whole or in part), either alone or jointly with others, and (i)
uses equipment, supplies, facilities or Proprietary Information of
Employer, or (ii) uses the hours for which Employee is to be
compensated by Employer, or (iii) which relate to the business of
Employer or to its actual or demonstrably anticipated research or
development, or (iv) which result, in whole or in part, from work
performed by Employee for Employer, shall immediately become the
sole and absolute property of Employer and its assigns, and
Employee hereby assigns any rights Employee may have or acquire in
the Developments and benefits and/or rights resulting therefrom to
Employer and its assigns without further compensation and Employee
agrees to communicate, without cost or delay, and without
publishing the same, all available information relating thereto
(with necessary plans and models) to Employer. Upon disclosure of
each Development to Employer, Employee will, during the term of
this Agreement and at any time thereafter, at the request and cost
of Employer, sign, execute, make and do all
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such deeds, documents, acts and things as Employer and its duly
authorized agents may require:
(i) to apply for, obtain and vest in the name of Employer
alone (unless Employer otherwise directs) letters
patent, copyrights or other analogous protection in any
country throughout the world and when so obtained or
vested to renew and restore the same; and
(ii) to defend any opposition proceedings in respect of such
applications and any opposition proceedings or petitions
or applications for revocation of letters patent,
copyright or analogous protection; and
(e) In the event that Employer is unable, for any reason whatsoever,
to secure Employee's signature on any letters patent, copyright or
analogous protection relating to any Development (including
applications, renewals, extensions, continuations and divisions),
Employee hereby irrevocably designates and appoints Employer and
its duly authorized officers and agents as Employee's agent and
attorney-in-fact, to act for and in behalf of and stead to execute
and file any such application (or otherwise) and to do all other
lawfully permitted acts to further the prosecution and issuance of
letters patent, copyright or other analogous protection thereon
with the same legal force and effect as if executed by Employee.
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ARTICLE VIII
COVENANT NOT TO COMPETE
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8.01 Employee understands and agrees that much of Employer's success,
on an international level, has been due to its ability to create, commercially
exploit and maintain the secrecy of significant trade secrets, proprietary and
confidential information, all of which are recognized as and agreed to be
valuable assets of Employer. It is further recognized that Employer's continued
success and competitive advantage in the marketplace is dependent upon its
ability to prohibit access to any and all of these valuable assets, both as they
currently exist and as they are subsequently expanded, added to, varied and/or
modified, by any person not in the employ of Employer. Accordingly, in
consideration of Employee's employment by Employer and the compensation received
pursuant to this Agreement, including, without limitation, as provided in
Sections 6.01 and 6.02, respectively, Employee hereby agrees to the following:
(a) During the term of Employee's employment hereunder and for a
period of twelve (12) months after the termination of employment
for any reason, Employee shall not become, directly or indirectly,
involved, whether alone or as a partner, joint venturer,
franchisee, franchisor, officer, director, employee, independent
contractor, employer, agent, shareholder or other owner of greater
than one percent (1%) in any of the competitors of Employer named
on Exhibit C attached hereto and made a part hereof.
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(b) During the term of employment hereunder and for a period of twelve
(12) months after the termination of Employee's employment for any
reason,
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Employee shall not, directly or indirectly, solicit or induce or
attempt to solicit or induce, any employee, consultant or
independent contractor of Employer or Virtual Megalab to leave
Employer or Virtual Megalab for any reason whatsoever or hire any
employee, consultant or independent contractor of Employer or
Virtual Megalab.
(c) During the term of employment hereunder and for a period of twelve
(12) months after the termination of Employee's employment for any
reason, Employee shall not, directly or indirectly, solicit the
trade of or trade with, or otherwise do business with any client
or customer of Employer or Virtual Megalab so as to offer or sell
any product or services which would be competitive with any
products or services sold by Employer or Virtual Megalab during
the term of this Agreement or any products or services which
Employee knows are being developed by Employer or Virtual Megalab
during the term of this Agreement. Notwithstanding the foregoing,
this Section 8.01(c) shall not apply to consulting services
provided directly to such clients or customers of Employer or
Virtual Megalab.
(d) During the term of employment hereunder, Employee shall not take
any action which might divert from Employer or Virtual Megalab any
opportunity which would be within the scope of any present or
contemplated future business of Employer or Virtual Megalab.
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ARTICLE IX
PRIOR EMPLOYMENT, INVENTIONS
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9.01 Employee represents that his performance of all of the terms of
this Agreement and as an employee of Employer does not and will not breach any
agreement to keep in confidence proprietary information acquired by Employee in
confidence or trust prior to employment by Employer. Employee has not entered
into, and agrees that he will not enter into, any agreement either written or
oral in conflict herewith.
9.02 As a matter of record, Employee attaches hereto as Exhibit D a
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complete list of all inventions, improvements and developments relevant to the
subject matter of his employment by Employer which have been made or conceived
or first reduced to practice by him, alone or jointly with others, prior to the
effective date of this Agreement, that Employee desires to remove from the
operation of this Agreement and Employee represents that such list is complete.
If no such list is attached to this Agreement, Employee represents that he has
no such inventions, improvements and developments that he desires to remove from
the operation of this Agreement.
ARTICLE X
CONSIDERATION FOR RESTRICTIVE COVENANTS
---------------------------------------
10.01(a) The primary intent of Employer throughout this Agreement, and
with particular emphasis on Article VIII hereof, is to secure from Employee his
Covenant Not To Compete against Employer by becoming directly or indirectly
involved with competitors. The parties agree that the payments to be made by
Employer to Employee and the restrictions upon Employee's
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activities, in the event of the occurrence of any of the stated circumstances,
are fair, reasonable and will not be onerous or unduly burdensome to Employee.
Employee further agrees that the compensation provided for in the Agreement and
the potential Bonus adequately compensates Employee for his agreement to enter
into the restrictive covenants and acknowledges that his experience and
capabilities are such that the provisions of this Agreement will not prevent him
from earning a livelihood, particularly with respect to potential employers
which are not listed on Exhibit C.
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(b) It is understood and agreed that an actual or threatened breach by
Employee of any of the provisions of Articles VII or VIII hereof may
immediately result in a significant and substantial impairment of
Employer's competitive advantage and position in the marketplace, which
may or could threaten the continued viability and/or success of
Employer. It is further agreed that Employer may have no adequate
remedy at law. Accordingly, in the event of a reasonably perceived
actual or threatened breach of any provisions of Article VII or VIII,
Employee acknowledges and agrees that a breach of this Agreement by him
will cause irreparable damage to Employer. In the event of such
breach, Employer shall be entitled to, in addition to any and all
remedies at law, an injunction restraining Employee from violating any
of said provisions, specific performance or other equitable relief to
prevent the violation of Employee's obligations hereunder. These
remedies shall be in addition to, and not in lieu of, any other remedy
available to Employer.
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(c) It is further understood and agreed that for purposes of
interpreting any of the provisions of Articles VII of VIII, the term
"Employer" shall include any successor, assign, subsidiary or division
of Employer.
ARTICLE XI
MISCELLANEOUS
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11.01 Severability. If any clause or provision herein shall be held
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to be invalid, void or unenforceable, the remaining provisions shall in no way
be affected or impaired and such provisions shall remain in full force and
effect.
11.02 Governing Law. This Agreement shall be governed in all
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respects, whether as to validity, construction, capacity, performance or
otherwise, by the laws of the State of Arizona.
11.03 Notices. All notices required or permitted to be given under
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this Agreement shall be given by certified United States mail, return receipt
requested, to the parties at the following addresses or to such other addresses
as either may designate in writing to the other party:
If to Employer:
Sunquest Information Systems, Inc.
0000 Xxxx Xxxxxxxx
Xxxxxx, Xxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxxxx, M.D., President
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If to Employee:
Xx. Xxxxxx X. XxXxxxxxx
0000 Xxx Xxxxx
Xxxxxx, XX 00000
11.04 Non-Waiver. The failure of either Employee or Employer at any
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time to require the performance of the other of any of the provisions herein
shall in no way affect the respective rights of Employee or Employer to enforce
the same nor shall the waiver by Employee or Employer of any breach of any
provisions hereof be construed to be a waiver of any succeeding breach or as a
waiver or modification of the provisions of the Agreement itself.
11.05 Binding Effect. The provisions of this Agreement shall be
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binding upon and inure to the benefit of both parties hereto and their
respective successors and assigns.
11.06 Article and Section Headings. The Article and/or Section
----------------------------
headings used in this Agreement are included solely for convenience and shall
not affect, or be used in connection with, the interpretation of this Agreement.
11.07 Assignment. This Agreement is personal to Employee, and he may
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neither assign nor delegate any of his rights or obligations hereunder without
first obtaining the written consent of Employer.
11.08 Complete Agreement. This Agreement supersedes all prior oral
------------------
agreements and understandings between the parties and may not be modified or
terminated orally. No modifications,
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termination or attempted waiver shall be valid unless in writing signed by the
party against whom the same is sought to be enforced.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have set their respective hands and seals as of the date first written
above.
WITNESS: EMPLOYER:
SUNQUEST INFORMATION SYSTEMS, INC.
/s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxxx
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Title: Executive VP & CFO
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1-31-97
WITNESS: EMPLOYEE:
XXXXXX X. XxXXXXXXX
/s/ Xxxxx X. XxXxxxxxx /s/ Xxxxxx X. XxXxxxxxx
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1-31-97
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