Exhibit 7
AGREEMENT
This agreement is entered into as of the 3rd day of January 1987
between Xxxxx X. Xxxxxxx (Xxxxxxx) and Xxxxxxx XxXxxxx (XxXxxxx).
WHEREAS, DeZonia has been an employee of Medical Management
Sciences, Inc. (MMS) since January 1, 1981, and
WHEREAS, Xxxxxxx, as President of MMS, is highly compensated by
MMS, and
WHEREAS, as the result of Xxxxxxx'x high compensation, Xxxxxxx is
required by MMS to be solely responsible for acquiring new clients, servicing
both existing and new clients on a monthly basis including monthly meetings at
each client's place of business, analyzing the client's production, billing, and
delivery of its services, design and redesign of all client's billing,
production, and service delivery, and
WHEREAS, Xxxxxxx'x responsibility requires servicing these
clients spread throughout several states with multiple sites in these states,
and
WHEREAS, the number of potential clients requesting meetings with
presentations has increased significantly but Xxxxxxx and MMS have no way of
determining how long this level of intensity will prevail, and
WHEREAS, MMS is not in a liquidity position to provide Xxxxxxx
with additional employees to assist him in his extensive and increasing duties
and responsibilities and is not expected to be in such a position in the
foreseeable future, and
WHEREAS, it is in Xxxxxxx'x best financial interest to insure
adept services are provided to existing clientele and that knowledgeable
presentations are made to prospective clients since this is absolutely necessary
in order that Xxxxxxx be able to maintain and improve his compensation level,
and
WHEREAS, the Board of Directors of MMS has informed Xxxxxxx that
there is no objection to Xxxxxxx securing assistance in the performance of his
duties and responsibilities provided Xxxxxxx supervise the performance and be
exclusively responsible for compensating any said assistants, and
WHEREAS, the Board of Directors of MMS has further informed
Xxxxxxx that there is no objection to Xxxxxxx engaging the services of Xxxxxxx
XxXxxxx for said assistance provided such services provided to Xxxxxxx by
XxXxxxx do not interfere with DeZonia's present duties to MMS and that said
services to Xxxxxxx be provided through DeZonia's working additional evening and
weekend hours, and further provided that both Xxxxxxx and XxXxxxx agree to
immediately terminate DeZonia's services to Xxxxxxx upon thirty days request in
writing from the MMS Board of Directors, and
WHEREAS, DeZonia is willing to assist Xxxxxxx in Xxxxxxx'x duties
at MMS in compliance with the restrictions placed on said assistance by the MMS
Board of Directors as outlined above, and
WHEREAS, DeZonia agrees that Xxxxxxx is solely responsible for
compensating him for said services and that said services are to be rendered to
Xxxxxxx and not to MMS and therefore MMS has no responsibility in any manner
whatsoever to compensate him and that he is in no manner an agent of MMS while
performing duties for Xxxxxxx, and
WHEREAS, Xxxxxxx agrees that he is solely responsible for
compensating DeZonia for DeZonia's assistance to Xxxxxxx in Xxxxxxx'x
performance of his duties as an employee of MMS,
NOW, therefore, in consideration of the mutual covenants and
promises contained herein, the parties hereto agree as follows:
1. DeZonia agrees to assist Xxxxxxx in the performance of
Xxxxxxx'x duties as an employee of MMS subject to the
restrictions required by the MMS Board of Directors as set
forth above herein.
2. DeZonia agrees to perform such services for Xxxxxxx as
Xxxxxxx directs including the time and place that said
services are to be rendered but again subject to the
restrictions required by the MMS Board of Directors as set
forth above herein.
3. DeZonia acknowledges that the performance of said duties
will require extensive travel including weekends.
4. DeZonia will provide Xxxxxxx with ongoing timely reports of
his activities and immediately inform Xxxxxxx of any client
dissatisfaction that may require Xxxxxxx'x personal
attention.
5. DeZonia agrees to defer all compensation for his services to
Xxxxxxx until the earlier of ten years from the effective
date of this agreement or Xxxxxxx'x termination of
employment with MMS.
6. Xxxxxxx and XxXxxxx agree that prior to the termination of
the deferral of compensation period set forth in "5." above,
they will agree upon both the amount of compensation due to
DeZonia for his services to Xxxxxxx and upon the payment
terms. Said agreement shall be added as "Exhibit A" to this
agreement.
While MMS is not a party to this agreement, its acknowledgment to
the terms hereof will be evidenced below.
All questions concerning the construction, validity and
interpretation of this agreement shall be governed by and construed in
accordance with the laws of the State of Maryland.
All covenants and agreements contained herein by or on behalf of
either party hereto shall bind and inure to the benefit of the respective
successors and assigns of the parties hereto whether so expressed or not.
IN WITNESS WHEREOF, the parties have executed this agreement as
of the date set forth above.
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Xxxxx X. Xxxxxxx
Seen and Acknowledged:
Medical Management Sciences, Inc.
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Xxxxxxx XxXxxxx
By:
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"Exhibit A"
To Agreement between Xxxxx X. XXXXXXX and Xxxxxxx Xx Xxxxx dated
the 3rd day of January, 1987.
Pursuant to item "6" of the said agreement, the parties agree
that Xxxxxxx shall transfer to De Xxxxx three hundred seventy thousand (370,000)
shares of the restricted common stock of MEDAPHIS CORPORATION free and clear of
any liens or other encumbrances in full payment for all services rendered to
Xxxxxxx by De Xxxxx pursuant to said agreement.
This "Exhibit A" is agreed to as of October 31, 1996. It is
agreed by each party hereto that the value of said three hundred seventy
thousand (370,000) shares of MEDAPHIS CORPORATION restricted common stock is
$4.30 per share for a total value of $1,591,000.00.
Xxxxxxx and De Xxxxx each agree to report this transaction for
federal and state income tax purposes based upon this agreed value.
Xxxxxxx agrees to transfer the ownership of the MEDAPHIS
CORPORATION stock to De Xxxxx as quickly as the necessary documentation can be
accomplished in compliance with MEDAPHIS CORPORATION policy and applicable law
but in no event later than January 10, 1997.
Should there be any stock dividends, stock splits, reverse stock
splits, mergers, reorganization, or other changes of any nature in the common
stock of MEDAPHIS CORPORATION between October 31, 1996 and the transfer of said
three hundred seventy thousand (370,000) shares to De Xxxxx, all said changes
will be reflected in the transfer it being the intention of the parties that the
rights and responsibilities of the parties are fixed as of October 31, 1996.
Upon transfer of the MEDAPHIS CORPORATION shares are set forth in
this "Exhibit A", no other payments of any type shall be due De Xxxxx from
XXXXXXX.
Mutual Releases. XXXXXXX and DE XXXXX, for themselves and their
respective spouses, attorneys, principals, agents, successors, assignors, heirs,
executors, administrators and assigns, if any, hereby mutually release, remise
and forever discharge each other, each others' respective spouses, attorneys,
principals, agents, successors, assignors, heirs, executors, administrators and
assigns, if any, and all other persons and entities, whether individual,
corporate or otherwise, who are or may become liable in any fashion for any or
all liabilities or claims arising from or related to the Agreement, or the
negotiation, execution, performance or termination of any agreements relating to
the employment, or claims which were or could have been set forth or asserted of
and from any and all claims, judgments, demands, causes of action, suites,
actions, controversies, counterclaims, third-party actions, proceedings or
liabilities of any kind or nature whatsoever, without exception, known or
unknown, accrued or unaccrued, whether in law
or in equity, and whether in contract, warranty, tort or otherwise, which
either, jointly or severally, ever had, now has or may have, claim, allege or
assert, relating to or arising from the employment or the negotiation,
execution, performance or termination of any agreements relating to the
employment, or any claims, demands, which have been or could have been set forth
and asserted.
Covenant Not To Xxx. XXXXXXX and DE XXXXX, for themselves and
their respective spouses, attorneys, principals, agents, successors, assignors,
heirs, executors, administrators and assigns, if any, hereby mutually agree and
covenant that they will forever refrain from instituting any suit, action,
litigation or proceeding of any nature against each other, jointly or severally,
their respective spouses, attorneys, principals, agents, successors, assignors,
heirs, executors, administrators and assigns, if any, or any person or entity,
whether individual, corporate or otherwise, who may become liable in any fashion
for any or all liabilities or claims arising from or related to the employment,
or the negotiation, execution, performance or termination of any agreements
relating to the employment, or any claims which have been or could have been set
forth or asserted, for any claims, demands, or liabilities or causes of action
of any nature whatsoever, known or unknown, accrued or unaccrued, whether in law
or in equity, and whether in contract, tort or otherwise, which they now have or
in the future may have, claim or assert, relating to or arising from the
employment, or the negotiation, execution, performance or termination of any
agreements relating to the employment, or any allegations which have been or
could have been asserted.
AGREED: AGREED:
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XXXXX X. XXXXXXX XXXXXXX XX XXXXX
