EXHIBIT 10.1
SENIOR EXECUTIVE AGREEMENT
THIS AGREEMENT is made effective as of April 1, 1999, between GLOBAL
IMAGING SYSTEMS, INC., a Delaware corporation (the "COMPANY"), and XXXXXX X.
XXXXXXX ("EXECUTIVE").
RECITALS
A. The Company and Executive desire to enter into an agreement pursuant
to which Executive will be employed as the President and Chief Executive Officer
of the Company on the terms and conditions set forth in this Agreement.
B. Certain definitions are set forth in SECTION 4 of this Agreement.
AGREEMENT
The parties hereto agree as follows:
1. EMPLOYMENT. The Company hereby engages Executive to serve as the
President and Chief Executive Officer of the Company, and Executive agrees to
serve the Company, during the Service Term (as defined in SECTION 1(D) hereof)
in the capacities, and subject to the terms and conditions, set forth in this
Agreement.
(A) SERVICES. During the Service Term, Executive, as President and
Chief Executive Officer of the Company, shall have all the duties and
responsibilities customarily rendered by Presidents and Chief Executive Officers
of companies of similar size and nature and as may be reasonably assigned from
time to time by 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 Affiliates. Notwithstanding the foregoing, and provided that
such activities do not interfere with the fulfillment of Executive's obligations
hereunder, Executive may (A) serve as an officer, director or trustee of any
charitable or non-profit entity; (B) own up to 5% of the outstanding voting
securities of any company; or (C) serve as a director of up to three other
companies so long as such companies do not directly compete with the Company.
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 travel to such other locations
of the Company and its Affiliates as may be reasonably necessary and/or as
required by the Board in its sole discretion in order to discharge his duties
hereunder.
(B) SALARY, BONUS AND BENEFITS.
(I) SALARY AND BONUS. During the Service Term, the Company will pay
Executive a base salary (the "ANNUAL BASE SALARY") as the Board may
designate from time to time, at the rate of not less than $300,000 per
annum; PROVIDED, HOWEVER, that the Annual Base Salary shall be subject to
review annually by the Board for upward increases thereon. The Executive
will be eligible to receive an annual bonus in an amount of up to 50% of
Executive's Annual Base Salary for such year, as determined by the Board
based upon the Company's achievement of budgetary and other objectives set
by the Board in good faith and consistent with past practice in
consultation with the Executive, which objectives shall be reasonable in
light of the Company's past year's performance and shall be communicated to
Executive by the Board prior to the start of the Company's fiscal year;
provided, however, that Executive shall also be eligible for an additional
50% bonus, in the event that the Company achieves performance and/or
substantial increases in the value of the Company's stock for the prior
fiscal year well in excess of the plan as determined by the Board in good
faith and consistent with past practice. The annual bonus, if any, shall be
due and payable to Executive prior to June 30 of the following fiscal year.
(II) BENEFITS. During the Service Term, Executive will be entitled
to such other benefits approved by the Board including those made available
to the Company's other senior executives, including participation in the
Company's healthcare plan. Executive shall be reimbursed for customary
travel, civic and luncheon club dues and other expenses, subject to
standard and reasonable documentation requirements. In addition, Executive
will receive a stipend of $1,500 per month for lease of an automobile and
other related expenses during the Service Term. Executive shall also be
eligible to receive four weeks paid vacation per annum. Any unused vacation
time during each fiscal year shall be "rolled-over" to the following fiscal
year to the extent permitted by the Company's policies for other senior
executives of the Company.
(III) OPTIONS. As of the effective date hereof, Executive shall
receive a stock option grant for the purchase of 100,000 shares of the
common stock of the Company at an exercise price equal to the closing price
of the Company's common stock on the NASDAQ National Market System as of
the date hereof. In addition, Executive shall receive additional grants of
stock options for the purchase of 100,000 shares of the common stock of the
Company on each anniversary of the date hereof, to the extent he remains an
employee of the Company as of such anniversary dates. All options shall
(i) be exercisable at the fair market value of the Company's common stock
on the date of grant; (ii) vest annually over a five-year period (subject
to accelerated vesting upon a change of control or permanent disability to
the extent permitted by the Company's stock option plan); and (iii) expire
not later than the tenth anniversary of the date of grant. The terms and
conditions of the stock options shall otherwise be those set
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forth under the Company's stock option plan and shall be consistent with
the terms contained in stock option agreements provided to other key
executives of the Company.
(IV) BOARD MEMBERSHIP. So long as Executive remains employed by
the Company, the Company shall use its best efforts to nominate the
Executive to be a member of the Company's Board of Directors.
(C) TERMINATION.
(I) EVENTS OF TERMINATION. Executive's employment with the Company
shall cease upon:
(A) Executive's death.
(B) Executive's voluntary retirement.
(C) Executive's disability, which means his incapacity due to
physical or mental illness such that he is unable to perform the
essential functions of his previously assigned duties for a period
of six months in any twelve month period and such incapacity has
been determined to exist by either (x) the Company's disability
insurance carrier or (y) by the Board in good faith based on
competent medical advice in the event that the Company does not
maintain disability insurance on the Executive.
(D) Termination by the Company by the delivery to Executive of
a written notice from the Board that Executive has been terminated
("NOTICE OF TERMINATION") with or without Cause. "CAUSE" shall mean:
(1) Executive's (aa) conviction of a felony or Executive's
commission of any other material act or omission involving
dishonesty or fraud with respect to the Company or any of its
Affiliates or any of their customers, vendors or suppliers or
involving harassment or discrimination with respect to the
employees of the Company or its Subsidiaries or (bb)
misappropriation of material funds or assets of the Company for
personal use;
(2) Executive's continued substantial and repeated neglect
of his duties, after written notice thereof from the Board, and
such neglect has not been cured within 30 days after Executive
receives notice thereof from the Board;
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(3) Executive's gross negligence or willful misconduct in
the performance of his duties hereunder that results, or is
reasonably expected to result, in material damage to the
Company; or
(4) Executive's engaging in conduct constituting a breach
of SECTIONS 2 or 3 hereof within 15 days of any notice of
default thereof from the Company.
In order for the termination to be effective: Executive must be
notified in writing (which writing shall specify the cause in
reasonable detail) of any termination of his employment for Cause.
Executive will then have the right, within ten days of receipt of such
notice, to file a written request for review by the Company. In such
case, Executive will be given the opportunity to be heard, personally
or by counsel, by the Board and a majority of the Directors must
thereafter confirm that such termination is either for Cause. If the
Directors do not provide such confirmation, the termination shall be
treated as other than for Cause. Notwithstanding anything to the
contrary contained in this paragraph, Executive shall have the right
after termination has occurred to appeal any determination by the Board
to arbitration in accordance with the provisions of SECTION 3(g)
hereof.
The delivery by the Company of notice to Executive that it
does not intend to renew this Agreement as provided in SECTION 1(D)
shall constitute a termination by the Company without Cause unless such
notice fulfills the requirements of SECTION 1(c)(i)(D)(1), (2), (3) or
(4) above.
(E) Executive's voluntary resignation by the delivery to the
Board of at least 45 days written notice from Executive that Executive
has resigned with or without Good Reason. "GOOD REASON" shall mean
Executive's resignation from employment with the Company within 45 days
after the occurrence of any one of the following:
(1) the failure of the Company to pay an amount owing to
Executive hereunder after Executive has provided the Company
with written notice of such failure and such payment has not
thereafter been made within 15 days of the delivery of such
written notice;
(2) any material reduction or diminution in the
Executive's title, duties or responsibilities without his
consent after Executive has provided the Company with written
notice within 30 days thereafter of such reduction and such
reduction has not thereafter been rescinded within 15 days of
the delivery of such written notice;
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(3) the Executive's resignation within one year after the
Effective Date of a Change of Control (as defined in SECTION 6
hereof); or
(4) the requested relocation of Executive from the Tampa,
Florida metropolitan area without his consent.
The delivery by the Executive of notice to the Company that he
does not intend to renew this Agreement as provided in SECTION 1(d)
shall constitute a resignation by the Executive without Good Reason
unless such notice fulfills the requirements of SECTION 1(c)(i)(E)(1)
(2), (3) or (4) above.
(II) RIGHTS ON TERMINATION.
(A) In the event that termination is by the Company without
Cause (including by operation of the last paragraph of SECTION 1(C)
(I)(D)), the Company will continue to pay Executive a monthly
portion of the Annual Base Salary plus a monthly portion of the
Executive's bonus for the prior year for a period equal to 24-months
commencing on the date of termination on regular salary payment
dates. In the event that termination is by Executive with Good
Reason, the Company will continue to pay Executive the monthly
portion of the Annual Base Salary plus the monthly portion of the
Executive's bonus for the prior year for a period equal to
twenty-four months commencing on the date of termination on regular
salary payment dates. The payments to Executive pursuant to the
foregoing two sentences are referred to as the "SEVERANCE PAYMENTS."
In either event, the Company will continue to provide Executive with
healthcare coverage for at least 24 months following the date of
termination.
(B) If the Company terminates Executive's employment for
Cause, if Executive retires or if Executive resigns without Good
Reason (including by operation of the last paragraph of SECTION 1(c)
(i)(E)), the Company's obligations to pay any compensation or
benefits under this Agreement will cease effective as of the date of
termination. Executive's right to receive any other health or other
benefits will be determined under the provisions of applicable
plans, programs or other coverages.
(C) If Executive's employment terminates because of
Executive's death or disability, the Company will pay Executive or
his estate an amount, if any, equal to his bonus for the current
year prorated to reflect the number of days Executive has worked
during the year in which he dies or becomes disabled (such amount to
be paid after the end of such year when bonuses are normally paid to
other senior executives of the Company).
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Notwithstanding the foregoing, the Company's obligation to Executive
for severance pay or other rights under either SUBPARAGRAPHS (A) or (B) above
(the "SEVERANCE PAY") shall cease if Executive is in violation of the provisions
of SECTIONS 2 OR 3 hereof. Until such time as Executive has received all of his
Severance Payments, he will be entitled to continue to receive any health, life,
accident and disability insurance benefits provided by the Company to Executive
under this Agreement. If Executive dies or is permanently disabled, then
Executive or his estate shall be entitled to any disability income or life
insurance payments from any insurance policies paid for by the Company or its
Affiliates as specified in such policies.
(D) TERM OF EMPLOYMENT. Unless Executive's employment under this
Agreement is sooner terminated as a result of Executive's termination in
accordance with the provisions of SECTION 1(c) above, Executive's employment
under this Agreement shall commence on April 1, 1999 and shall terminate on the
third anniversary of the date hereof (the "SERVICE TERM"); PROVIDED, HOWEVER,
that Executive's employment under this Agreement, and the Service Term, shall be
automatically renewed for three-year periods commencing on the each anniversary
of the date hereof and, thereafter, on each successive anniversary of such date
unless either the Company or Executive notifies the other party in writing
within sixty (60) days prior to any such anniversary that it or he desires to
terminate Executive's employment under this Agreement. All references herein to
"SERVICE TERM" shall include any renewals thereof after the third anniversary of
the date hereof.
2. CONFIDENTIAL INFORMATION AND GOODWILL; INVENTIONS. Executive
acknowledges and agrees that:
(A) As a necessary function of Executive's employment hereunder,
Executive will have access to and utilize Confidential Information which
constitutes a valuable and essential asset of the Company's business.
(B) The Confidential Information, observations and data obtained by
him during the course of his performance under this Agreement concerning the
business and affairs of the Company are the property of the Company, including
information concerning the acquisition opportunities in or reasonably related to
the Business of which Executive becomes aware during the Service Term.
Therefore, Executive agrees that he will not disclose to any unauthorized person
or use for his own account any of the Confidential Information without the
Board's written consent. 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 (including copies
thereof) relating to the Company, the Business or any other Confidential
Information.
(C) All inventions, innovations, developments, improvements,
methods, designs, analyses, drawings, software, reports and all similar or
related information (whether or not patented or patentable) developed by
Executive during the Service Term which (i) directly or indirectly relate to the
Company or its Affiliates or the Business, or (ii) result from any work
performed by Executive while employed by the Company or its Affiliates shall
belong to the Company and its Affiliates. Executive shall promptly disclose all
such inventions to the
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Board and perform all actions reasonably requested by the Board
(whether during or after the Service Term) to establish and confirm
such ownership (including, without limitation, assignments, consents,
powers of attorney and other instruments).
3. NONCOMPETITION AND NONSOLICITATION.
(A) NONCOMPETITION. Executive acknowledges that in the course of his
employment with the Company he will become familiar with the Company's and its
Affiliates' trade secrets and with other confidential information concerning the
Company and that his services will be of special, unique and extraordinary value
to the Company and its Affiliates. Therefore, Executive agrees that, during the
Service Term and for a period equal to the greater of (i) the term of all
Severance Payments received by the Executive and (ii) one (1) year after
termination of Executive's employment with the Company (collectively, the
"NONCOMPETE PERIOD"), he shall not directly or indirectly own, manage, control,
participate in, consult with, render services for, or in any manner engage in
any business competing with the business of the Company and its Subsidiaries or
any businesses with which the Company or its Subsidiaries have firm plans to
engage in at the time of the termination of the Executive's employment with the
Company; provided, however, that nothing contained herein shall prohibit
Executive from (i) owning up to five percent (5%) of the outstanding securities
of a publicly-held company or (ii) engaging in the Executive's prior consulting
business so long as such consulting business is limited to providing advice to
copier/office equipment dealers in markets not serviced by the Company at the
time of Executive's termination.
(B) NONSOLICITATION. During the Noncompete Period and for a period of
one (1) year thereafter, Executive shall not directly or indirectly through
another entity (i) induce or attempt to induce any senior management employee of
the Company or any Subsidiary or, to the actual knowledge of the Executive, any
other employee of the Company or any Subsidiary, to leave the employ of the
Company or such Subsidiary, or in any way interfere with the relationship
between the Company or any Subsidiary and any employee thereof or (ii) induce or
attempt to induce any customer, supplier, vendor, licensee or other business
relation of the Company or any Subsidiary to cease doing business with the
Company or such Subsidiary, or to modify its business relationship with the
Company in a manner materially adverse to the Company or any Subsidiary, or in
any way materially disparage the Company or its Subsidiaries to any such
customer, supplier, vendor, licensee or business relation of the Company or any
Subsidiary.
(C) ENFORCEMENT. The Executive understands and agrees the terms and
conditions of Executive's employment hereunder are in consideration for
Executive's covenants contained in SECTION 2 and 3 of this Agreement. If, at the
time of enforcement of SECTION 2 or 3 of this Agreement, a court holds that the
restrictions stated herein are unreasonable under circumstances then existing
the parties hereto agree that the maximum duration, scope or geographical area
reasonable under such circumstances shall be substituted for the stated period,
scope or area and that the court shall be allowed to revise the restrictions
contained herein to cover the maximum duration, scope and area permitted by law.
Because Executive's services are unique and because Executive has access to
confidential information, the parties hereto agree that
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money damages would be an inadequate remedy for any breach of this Agreement.
Therefore, in the event a breach or threatened breach of this Agreement, 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 hereof (without posting a bond or
other security).
GENERAL PROVISIONS
4. DEFINITIONS.
"AFFILIATE" of any Person means any other Person which directly or
indirectly controls, is controlled by or is under common control with such
Person.
"BOARD" means the Company's board of directors or the board of
directors or similar management body of any successor of the Company.
"BUSINESS" means any business of the Company or its Subsidiaries now
or hereafter engaged in, including without limitation the business of
distributing, selling and servicing office equipment in the United States.
"CHANGE OF CONTROL PERIOD" shall mean the period commencing on the
Effective Date and ending on the first anniversary of the Effective Date.
"COMPETITIVE ACTIVITY" means any business or activity of Executive
or any third party that is the same as the Business or competitive with the
Business.
"CONFIDENTIAL INFORMATION" means all confidential information and
trade secrets of the Company and its Affiliates including, without limitation,
the following: the identity, written lists, or descriptions of any customers,
referral sources or Organizations; financial statements, cost reports, or other
financial information; contract proposals or bidding information; business
plans; training and operations methods and manuals; personnel records; fee
structures; and management systems, policies or procedures, including related
forms and manuals. "Confidential Information" shall not include any information
or knowledge which: (a) is in the public domain other than by Executive's breach
of this Agreement; (b) is disclosed to Executive lawfully by a third party who
is not under any obligation of confidentiality; (c) is otherwise generally known
by persons engaged in the Business; or (d) was known by Executive prior to his
employment with the Company.
"EFFECTIVE DATE" shall mean the first date on which a Change of
Control (as defined in SECTION 6) occurs. Anything in this Agreement to the
contrary notwithstanding, if a Change of Control occurs and if the Executive's
employment with the Company is terminated within twelve months prior to the date
on which the Change of Control occurs, and if it is reasonably demonstrated by
the Executive that such termination of employment (i) was at the request of a
third party who has taken steps reasonably calculated to effect a Change of
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Control or (ii) otherwise arose in connection with or anticipation of a Change
of Control, then for all purposes of this Agreement the "EFFECTIVE DATE" shall
mean the date immediately prior to the date of such termination of employment.
"ORGANIZATION" means any organization that has contracted with the
Company for the performance of services in connection with the Business.
"PERSON" means an individual, a partnership, a limited liability
company, a corporation, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.
"SUBSIDIARY" means any corporation of which the Company owns
securities having a majority of the ordinary voting power in electing the board
of directors directly or through one or more subsidiaries.
5. NOTICES. Any notice provided for in this Agreement must be in
writing and must be either personally delivered, mailed by first class United
States mail (postage prepaid, return receipt requested) or sent by reputable
overnight courier service (charges prepaid) or by facsimile to the recipient at
the address below indicated:
IF TO THE EXECUTIVE:
-------------------
Xxxxxx X. Xxxxxxx
c/o Global Imaging Systems, Inc.
00000 Xxxxx Xxxx Xxxxx Xxxx, Xxxxx 000
Xxxxx, Xxxxxxx 00000
Tel No.: (000) 000-0000
Fax No.: (000) 000-0000
and to:
0000 Xxxxxxxx Xxxx
Xxxxxx Xxxxxx, Xxxxxxx 00000
IF TO THE COMPANY:
-----------------
00000 Xxxxx Xxxx Xxxxx Xxxx, Xxxxx 000
Xxxxx, Xxxxxxx 00000
Attention: _________________
Tel No.: (000) 000-0000
Fax No.: (000) 000-0000
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WITH A COPY TO:
--------------
Xxxxx & Xxxxxxx, LLP
000 Xxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxxxxxxxx X. Xxxxx
Tel No.: (000) 000-0000
Fax 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.
6. CHANGE OF CONTROL. For the purpose of this Agreement, a "CHANGE OF
CONTROL" shall mean:
(a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person"), other than Golder, Thoma,
Xxxxxxx, Xxxxxx Fund IV, L.P. and its Affiliates, of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or
more of either (i) the then-outstanding shares of common stock of the Company
(the "Outstanding Company Common Stock") or (ii) the combined voting power of
the then-outstanding voting securities of the Company entitled to vote generally
in the election of directors (the "Outstanding Company Voting Securities");
provided, however, that for purposes of this subsection (a), the following
acquisitions shall not constitute a Change of Control: (i) any acquisition
directly from the Company approved by the Board and Executive, (ii) any
acquisition by the Company, (iii) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any corporation
controlled by the Company, or (iv) any acquisition by any corporation pursuant
to a transaction which complies with clauses (i), (ii) and (iii) of subsection
(c) of this SECTION 6(a); or
(b) Individuals who, as of the date hereof, constitute the Board
(the "Incumbent Board") cease for any reason to constitute at least a majority
of the Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by the
Company's stockholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or
(c) Consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of the
Company (a "Business Combination"), in each case, unless, following such
Business Combination, (i) all or
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substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of, respectively, the
then outstanding shares of common stock and the combined voting power of the
then-outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result of
such transaction owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries) in substantially the
same proportions as their ownership, immediately prior to such Business
Combination of the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, (ii) no Person (excluding any corporation
resulting from such Business Combination or any employee benefit plan (or
related trust) of the Company or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, 30% or more of,
respectively, the then-outstanding shares of common stock of the corporation
resulting from such Business Combination, or the combined voting power of the
then-outstanding voting securities of such corporation except to the extent that
such ownership existed prior to the Business Combination and (iii) at least a
majority of the members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the Board,
providing for such Business Combination; or
(d) Approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.
7. GENERAL PROVISIONS.
(a) EXPENSES. Each party shall bear his or its own expenses in
connection with the negotiation and execution of this Agreement and the
consummation of the transactions contemplated by this Agreement.
(b) 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 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.
(c) 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.
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(d) COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.
(e) SUCCESSORS AND ASSIGNS. Except as otherwise provided herein,
this Agreement shall bind and inure to the benefit of and be enforceable by
Executive, the Company and their respective successors and assigns; PROVIDED
THAT the rights and obligations of Executive under this Agreement shall not be
assignable.
(f) CHOICE OF LAW. This Agreement will be governed by and construed
in accordance with the internal laws of the State of Florida, without giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of Florida or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Florida.
(g) REMEDIES AND ARBITRATION. Each of the parties to this Agreement
will be entitled to enforce its rights under this Agreement to recover damages
and costs (including reasonable attorney's fees) caused by any breach of any
provision of this Agreement and to exercise all other rights existing in its
favor. Except for the remedies of the Company provided in Section 3(c) hereof,
the parties hereto agree to submit any disputes arising out of or relating to
this Agreement to binding arbitration in Tampa, Florida administered by the
American Arbitration Association under its Commercial Arbitration Rules, before
a panel of three arbitrators, and judgment on the award rendered by the
arbitrators may be entered into any court having jurisdiction thereof. The
prevailing party in any arbitration shall be entitled to recover its reasonable
attorneys' fees and costs from the other party or parties.
(h) AMENDMENT AND WAIVER. The provisions of this Agreement may be
amended and waived only with the prior written consent of the Company and
Executive.
(i) BUSINESS DAYS. If any time period for giving notice or taking
action hereunder expires on a day which is a Saturday, Sunday or holiday in the
state in which the Company's chief executive office is located, the time period
shall be automatically extended to the business day immediately following such
Saturday, Sunday or holiday.
(j) TERMINATION. This Agreement (except for the provisions of
SECTION 1) shall survive the termination of Executive's employment with the
Company and shall remain in full force and effect after such termination.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.
GLOBAL IMAGING SYSTEMS, INC.
By: /s/ XXXX X. XXXXX
--------------------------------
Xxxx X. Xxxxx
Chairman
/s/ XXXXXX X. XXXXXXX
--------------------------------
XXXXXX X. XXXXXXX
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