EXHIBIT 10H.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 26th day of May, 1996, by and
between Sunquest Information Systems, Inc. (the "Company") and Xxxxxxx X. Xxxxxx
(the "Employee").
WITNESSETH THAT:
WHEREAS, the parties executed an Employment Agreement as of the 24th day of
July, 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 6(b) of the Employment
Agreement, entitled Long Term Incentive Bonus ("Former Paragraph 6(b)"), is
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deleted 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 6(b).
3. If the Public Offering is consummated, Paragraph 6(b) of the Employment
Agreement shall be amended and restated in its entirety to read as follows:
(b) Non-Qualified Stock Options. On the effective date of the Registration
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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 108,718 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. The
Company and the 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/ Xxxxxx X. Xxxxxxxxx
WITNESS: EMPLOYEE:
/s/ Xxxxxxx X. Xxxxxx /s/ X. X. Xxxxxx
Xxxxxxx X. Xxxxxx
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