Exhibit (10.2)
EXECUTIVE EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT made as of _______________, 19 ___, between Shared
Medical Systems Corporation (Employer or "Company"), a Delaware
corporation having its principal office at Malvern, PA, and
___________________, an individual residing at ________________________
("Executive").
Executive and Employer agree as follows:
1.0 EMPLOYMENT, COMPENSATION AND BENEFITS.
1.1 Employer hereby provides to Executive, in consideration for Executive's
covenants contained herein, employment, compensation and
benefits as outlined in the memorandum attached and incorporated by
reference herein ("Memorandum"), and Executive hereby accepts such
employment, compensation and benefits, upon the terms and conditions
hereinafter set forth.
1.2 Executives salary shall remain as described in the memorandum until a
new salary is determined and approved by the Company's chief executive
officer ("CEO"). Executive's monthly salary is referred to herein as
"Base Compensation."
1.3 Executive shall perform such duties as may be assigned from time to time
by Employer, shall devote full time, attention, and energies to the
business of Employer, and shall faithfully perform his duties in
accordance with the direction of Employer. Executive also agrees to
adhere to all policies of the Employer.
1.4 Executive shall be entitled to participate in all group life insurance,
medical, and other benefit plans, except as provided herein, established
by Employer and generally available to all Employees, in accordance with
the applicable terms and conditions of such plans.
1.5 Executive shall be entitled to an annual vacation of four weeks, and
holidays and sick leave as set forth in Employer's policy manual.
1.6 In addition to the annual salary described in the Memorandum and Section
1.2 above, Executive shall be entitled to such annual bonus or incentive
compensation of the Employer, as may be approved from time to time by
the CEO in his sole discretion. Such additional compensation is referred
to herein as "Incentive Compensation."
1.7 This Agreement shall remain in full force and effect until Executive's
change to a non-Executive level position or upon termination of
employment and those post-employment obligations described in Sections
4.0 and 5.0 shall continue in full force and effect thereafter.
2.0 DEFINITIONS. For purposes of this Agreement, the following definitions
shall apply.
2.1 "Severance Pay" is a monthly payment made up of three components: (i)
Base
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Compensation (as defined above); (ii) Incentive Compensation (as
defined above): Average of Incentive Compensation payments made to
Executive over the last thirty six months preceding Executive's
termination of employment, divided by thirty six; and (iii) the monthly
cost of continued medical insurance coverage under COBRA. This right to
premium payments does not expand an Executive's right to medical
coverage.
2.2 "Cause" shall mean termination of Executive due to Executive's (i)
dishonest or illegal conduct; (ii) breach of his obligations under this
Agreement; (iii) conduct contrary to the best interests of Employer;
(iv) insubordination, incompetence, misconduct, poor performance or
neglect of his duties; or (v) willful violation of any express direction
of the CEO.
2.3 "Change in Control" shall mean the acquisition by any person (other than
the Company or any affiliate or associate of the Company) as such term
is used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), of beneficial ownership (within
the meaning of Rule 13d-3 under the Exchange Act) of 40% or more of the
combined voting power of the Company's then outstanding securities, or
the approval by the stockholders of the Company of (i) any merger or
consolidation where stockholders of the Company immediately prior to the
merger or consolidation do not immediately thereafter hold more than 50%
of the combined voting power of the surviving company's then outstanding
securities; (ii) a liquidation or dissolution of the Company; or (iii) a
sale of all or substantially all of the Company's assets.
3.0 SEVERANCE PAY.
3.1 Notwithstanding any provision in this Agreement, the Company retains its
right to terminate Executive's employment without Cause. Upon
termination without Cause, Company shall pay to Executive Severance Pay
for a period of eighteen (18) months.
Except as provided in Section 3.2, the payments required to be made by
Employer to Executive pursuant to this Section 3.1 shall be Executive's
sole severance benefit in the event of Executive's discharge without
cause. Payment of such severance benefit is conditioned upon Executive
executing a general release of all claims against the Company, and
Executive's continued adherence to his/her obligations under Sections
4.0 and 5.0 of this Agreement. Notwithstanding the above, in no event
will Severance Pay be less than one week of Executive's Base
Compensation for every year of Executive's employment with the Company.
3.2 If Employer terminates Executive's employment at any time within one
year after a Change in Control, Employer shall pay to Executive in a
lump sum an amount equal to one year of Executive's Base Compensation
plus a pro rata portion of the maximum amount of Incentive Compensation,
if any, which could have been paid to Executive for the year in which
such termination occurred. Under this Section 3.2, such payments will
not be less than the total of Executive's Base Compensation and
Incentive Compensation for the year prior to the year in which Executive
is
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terminated. Such payment required to be made by Employer to Executive
pursuant to this Section 3.2 shall be in lieu of those referred to in
Section 3.1 and shall be Executive's sole severance benefit. Payment of
such severance benefit is conditioned upon Executive executing a general
release of all claims against the Company, and Executive's continued
adherence to his/her obligations under Sections 4.0 and 5.0 of this
Agreement. Executive hereby agrees to repay to Company a pro rata
portion of such severance benefit should he/she violate his/her
obligations under Sections 4.0 and/or 5.0.
3.3 Employer may terminate Executive's employment immediately at any time
for Cause. In the event of termination for Cause, Employer shall not be
obligated to make any payments other than the payment of earned but
unpaid salary and benefits. Payments of Incentive Compensation, if any,
will only be those amounts actually earned under the Incentive
Compensation Plan prior to Employee's termination.
3.4 If Executive is unable to perform his duties and responsibilities by
reason of a disability as defined under Company's short term disability
plan (irrespective of whether employment has been terminated), Company
shall provide Executive with short term disability benefits for a period
of six months at a rate equal to Executive's Base Compensation and a pro
rata portion of the amount of Incentive Compensation, if any, paid in
the normal process under the Plan for the year during which Executive
first became disabled. This short term disability benefit shall be
reduced by the amount of payments due Executive for this time period
under any applicable disability benefit programs, including Social
Security disability, workers' compensation and disability retirement
benefits.
3.5 In the event that Executive dies during the term of his Employment,
Employer shall pay to his executors or administrators, as appropriate,
for a period of three months, Executive's Base Compensation and a pro
rata portion of the amount of Incentive Compensation, if any, paid in
the normal process under the Plan for the year in which Executive died.
To the extent reasonably possible, such payments will be structured as
non-taxable death benefits under the Internal Revenue Code.
4.0 CONFIDENTIAL INFORMATION.
4.1 Executive represents and warrants that Executive is free of any
contractual restrictions and restraints in entering this Agreement, and
has not, and will not, in connection with this employment, divulge any
confidential information, trade secrets, or copyright-protected
information of any prior employer or of any other third party.
4.2 Employer will provide to Executive or Executive will learn, trade
secrets and other proprietary information of Employer and third parties
which are not generally available to the public. Examples of this
information include computer programs, marketing and development plans,
proprietary product and service offerings data about Employer, customer
and prospect lists and requirements, employee lists, salaries and
benefits, financial information
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and customer and vendor data. During Executive's employment and at all
times afterward, Executive shall keep confidential all such information
and material and will not disclose such information to any person or
entity or make any use of this information, except as required in the
performance of Executive's current employment responsibilities. When
Executive leaves Employer's employment, Executive will immediately
return to Employer all materials containing such information. Such
materials shall, at all times, be the property of the Employer.
4.3 Employer may seek and obtain injunctive relief against the breach or
threatened breach of Executive's obligations under this paragraph, in
addition to any other legal remedies which may be available.
5.0 NON-COMPETITION.
5.1 During the term of this Agreement and for eighteen (18) months following
termination of Executive's employment for any reason:
(i) Executive will not, without Employer's prior written consent,
(a) compete with Employer's business activities or accept similar
employment with a competitor of Employer, or (b) solicit any customer or
prospect of Employer that Executive or his subordinates solicited or
serviced for Employer, or (c) solicit other individuals who were
Employer's employees on the date Executive left Employer to also leave
Employer. If Executive's responsibilities for Employer have a geographic
territory, this provision will apply only within the geographic
territory for which Executive had responsibility during the year before
Executive left Employer; otherwise it will apply where Employer does or
has existing plans to do business.
(ii) Executive hereby acknowledges that the limitation as to time and
the limitation on the character or nature placed on his subsequent
employment are reasonable and fair and will not prevent or
materially impair his/her ability to earn a livelihood.
5.2 Employer may seek and obtain injunctive relief against the breach or
threatened breach of Executive's obligations under this paragraph, in
addition to any other legal remedies which may be available.
6.0 OWNERSHIP OF WORK PRODUCT.
The parties agree that all "Work" (which shall include for purposes of
this Section all ideas, processes, methodologies, software, algorithms,
formulae, notes, outlines, photographs, inventions, improvements, and
other information and work product developed or generated by or on
behalf of Employer during the course of the Executive's performance
under this Agreement and for six months thereafter), shall be considered
"works made for hire" within the meaning of the Copyright Act of 1976,
17 U.S.C. (S)101 et seq., and that Employer is and shall be the sole
owner of all rights therein, including but not limited to all rights of
copyright. In the event any of the Work is deemed not to be a "work made
for hire," then Executive
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hereby transfers to Employer, without further consideration, all right,
title, and interest to such Work, including any and all patents,
copyrights, trade secrets and other proprietary rights related thereto.
Executive agrees to promptly execute and deliver, or cause to be
promptly executed and delivered, all documents and instruments requested
by Employer to evidence the foregoing assignment.
7.0 MISCELLANEOUS.
This Agreement: (i) may not be amended except in a writing executed by
both parties; (ii) shall only be governed by and construed in accordance
with the laws of the State of Delaware; (iii) shall be binding upon and
inure to the benefit of Employer and Executive and their respective
successors and permitted assigns; and (iv) represents the entire
Agreement and understanding of the parties with respect to the subject
matter hereof and supersedes all prior agreements and understandings of
the parties in connection therewith. If any portion of this Agreement is
deemed to be unenforceable, the balance of this Agreement shall
nevertheless continue in effect and any court may enforce any provision
to the extent permitted by law, even though the entire provision may not
be enforced. This Agreement shall not be assignable by Executive, and
shall be assignable by Employer only to any person, firm, or corporation
which may become a successor in interest by purchase, merger or
otherwise.
IN WITNESS WHEREOF, the undersigned, intended to be legally bound, have
duly executed this Agreement as of the date first above written.
ACCEPTED:
SHARED MEDICAL SYSTEMS CORPORATION
By: _________________________
(Signature)
By: _______________________________
(Signature)
_______________________________
Executive Name
Name: ______________________________
Title: ___________________________
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Schedule to Exhibit (10.2)
The following executive officers of the Registrant executed executive employment
agreements in the form of this Exhibit (10.2) on the dates indicated opposite
their names listed below:
Xxxxxxxx X. Xxxx August 6, 1996
Xxxxxxx X. Xxxxxxx August 15, 1996
Xxxxxx X. XxXxxxx August 12, 1996
Xxxxx X. Xxxxx August 7, 1996
Xxxxx X. Xxxxx August 10, 1996
Xxxxxxxxx X. Xxxxx, Xx. September 29, 1996
Xxxxxx X. Xxxxxx August 9, 1996
Xxxxxxx X. Xxxxxxx August 7, 1996
