EXHIBIT 10G.1
ADDENDUM TO EMPLOYMENT AGREEMENT
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This Addendum ("Addendum") to the Employment Agreement (hereinafter
defined) is made and entered into as of the 24th day of May, 1996, by and
between Sunquest Information Systems, Inc. (the "Company") and Xxxx Xxxxx
Xxxxxxxx (the "Employee").
WITNESSETH THAT:
WHEREAS, the parties executed an Employment Agreement as of the 6th day of
May, 1994 (the "Employment Agreement"); and
WHEREAS, the parties desire to modify the terms of the Employment Agreement
to be effective on the effective date of the Company's Registration Statement
Form S-1 filed by the Company with the Securities and Exchange Commission on
March 27, 1996, as amended on May 10, 1996 (the "Public Offering"); and
WHEREAS, the parties desire to memorialize those terms by this Addendum;
and
WHEREAS, the parties desire to terminate this Addendum such that it has no
effect should the Public Offering not occur.
NOW, THEREFORE, in consideration of the foregoing, and intending to be
legally bound, the parties do hereby covenant and agree as follows:
1. If the Public Offering is consummated, paragraph 5.04 of the Employment
Agreement, entitled Deferred Compensation ("Former Paragraph 5.04"), is deleted
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in its entirety and shall be null and void as if it had never existed.
2. If the Public Offering is consummated, Employee agrees that no sums of
money or other obligations are owed or will be owed to the Employee by the
Company in connection with Former Paragraph 5.04.
3. If the Public Offering is consummated, Paragraph 5.04 of the Employment
Agreement shall be amended and restated in its entirety to read as follows:
5.04 Nonqualified Stock Options. (a) On the effective date of the
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Registration Statement, Employee shall be awarded a non-qualified stock
option (as that term is used in the Nonqualified Stock Option Agreement
attached hereto as Exhibit A) to purchase 52,521 shares of the
Company's Common Stock exercisable at the price stated in, and subject
to the terms and conditions of,
the Nonqualified Stock Option Agreement attached hereto as Exhibit A.
(b) The Company and Employee hereby agree to execute a Nonqualified
Stock Option Agreement simultaneously herewith.
4. The parties hereby affirm and ratify in all other respects,
except as herein modified, the Employment Agreement. To the extent that any
provisions in the Employment Agreement are inconsistent with any terms in this
Addendum, the terms of this Addendum shall govern.
5. This Addendum and the Employment Agreement constitute the entire
agreement of the parties and supersede all prior proposals and discussions.
6. If the Public Offering does not occur, this Addendum shall
terminate and be void as if it never had been executed.
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.
ATTEST: SUNQUEST INFORMATION SYSTEMS, INC.
/s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxxx
WITNESS: EMPLOYEE:
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxx Xxxxx Xxxxxxxx
Xxxx Xxxxx Xxxxxxxx
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