EXHIBIT 10.18
TIER 2
CHANGE-IN-CONTROL AGREEMENT
FOR CERTAIN EXECUTIVES
OF SYNAVANT INC.
_______, 2000
PERSONAL AND CONFIDENTIAL
[FirstName]
[JobTitle]
[Company]
Dear [LastName]:
Synavant Inc. (the "Company") considers it essential to the best interests
of its stockholders to xxxxxx the continued employment of key management
personnel. In this connection, the Board of Directors of the Company (the
"Board") recognizes that the possibility of a change in ownership or control of
the Company may result in the departure or distraction of such personnel to the
detriment of the Company and its stockholders. As you are a skilled and
dedicated executive with important management responsibilities and talents, the
Company believes that its best interests will be served if you are encouraged to
remain with the Company.
The Company has determined that your ability to perform your
responsibilities and utilize your talents for the benefit of the Company, and
the Company's ability to retain you as an employee, will be significantly
enhanced if you are provided with fair and reasonable protection from the risks
of a change in ownership or control of the Company. Accordingly, in order to
induce you to remain in the employ of the Company, you and the Company agree as
follows:
1. TERM OF AGREEMENT.
(a) GENERALLY. Except as provided in Section 1(b) hereof, (i) this
Agreement shall be effective as of the date on which the shares of common stock
of the Company that are owned by IMS Health Incorporated ("IMS Health") are
distributed to the holders of record of shares of IMS Health (August __, 2000),
and shall continue in effect through December 31, 2002 and (ii) commencing on
January 1, 2003 and each January 1 thereafter, this Agreement shall be
automatically extended for one additional year unless, not later than September
30th of the preceding year, either party to this Agreement gives notice to the
other that the Agreement shall not be extended under this Section 1(a);
provided, however, that no such notice by the Company shall be effective if a
Change in Control or Potential Change in Control (both as defined herein) shall
have occurred within 60 months prior to the date of such notice.
(b) UPON A CHANGE IN CONTROL. If a Change in Control shall have occurred at
any time during the period in which this Agreement is effective, this Agreement
shall continue in effect for (i) the remainder of the month in which the Change
in Control occurred and (ii) a term of 24 months beyond the month in which such
Change in Control occurred (such entire period hereinafter referred to as the
"Protected Period").
2. CHANGE IN CONTROL; POTENTIAL CHANGE IN CONTROL.
(a) "CHANGE IN CONTROL" DEFINED. A "Change in Control" shall be deemed to
have occurred if, during the term of this Agreement:
(i) any Person, as such term is used for purposes of Section 13(d) or
14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (other than the
Company, any trustee or other fiduciary holding securities under an
employee benefit plan of the Company, or any company owned, directly
or indirectly, by the stockholders of the Company in substantially the
same proportions as their ownership of stock of the Company), becomes
the Beneficial Owner, directly or indirectly, of securities of the
Company representing 20% or more of the combined voting power of the
Company's then-outstanding securities;
(ii) during any period of twenty-four months or less (not including any
period prior to the effective date of this Agreement), individuals who
at the beginning of such period constitute the Board, and any new
director (other than (A) a director nominated by a Person who has
entered into an agreement with the Company to effect a transaction
described in Sections 2(a)(i), (iii) or (iv) of this Agreement, (B) a
director nominated by any Person (including the Company) who publicly
announces an intention to take or to consider taking actions
(including, but not limited to, an actual or threatened proxy contest)
which if consummated would constitute a Change in Control or (C) a
director nominated by any Person who is the Beneficial Owner, directly
or indirectly, of securities of the Company representing 10% or more
of the combined voting power of the Company's securities) whose
election by the Board or nomination for election by the Company's
stockholders was approved in advance by a vote of at least two-thirds
(2/3) of the directors then still in office who either were directors
at the beginning of the period or who were new directors (subject to
the exclusions set forth above in this Section 2(a)(ii)) whose
election or nomination for election was previously so approved, cease
for any reason to constitute at least a majority thereof;
(iii)the stockholders of the Company approve any transaction or series of
transactions under which the Company is merged or consolidated with
any other company, other than a merger or consolidation (A) which
would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity) more than 66-2/3% of the combined voting power of
the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation and (B)
after which no Person holds 20% or more of the combined voting power
of the then-outstanding securities of the Company (if it is the
surviving parent) or such surviving entity; provided, however, that,
if consummation of the corporate transaction referred to in this
Section 2(a)(iii) is subject, at the time of such approval by
stockholders, to the consent of any government or governmental agency
or approval of the stockholders of another entity or other material
contingency, no Change in Control shall occur until such time as such
consent and approval has been obtained and any other material
contingency has been satisfied;
(iv) the stockholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets; provided,
however, that, if consummation of the transaction referred to in this
Section 2(a)(iv) is subject, at the time of such approval by
stockholders, to the consent of any government or governmental agency
or approval of the stockholders of another entity or other material
contingency, no Change in Control shall occur until such time as such
consent and approval has been obtained and any other material
contingency has been satisfied; or
(v) the Board adopts a resolution to the effect that, for purposes of this
Agreement, a Change in Control has occurred, provided that the Board
may impose limitations on the effects of a Change in Control or the
payment of amounts or benefits under this Agreement if the Change in
Control has occurred under this Section 2(a)(v) and not under other
subsections of this Section 2(a).
(b) "POTENTIAL CHANGE IN CONTROL" DEFINED. A "Potential Change in Control"
shall be deemed to have occurred if:
(i) the Company enters into an agreement, the consummation of which would
result in the occurrence of a Change in Control;
(ii) any Person (including the Company) publicly announces an intention to
take or to consider taking actions which if consummated would
constitute a Change in Control; or
(iii)the Board adopts a resolution to the effect that, for purposes of
this Agreement, a Potential Change in Control has occurred.
(c) EMPLOYEE COVENANTS. You agree that, subject to the terms and
conditions of this Agreement, in the event of a Potential Change in Control, you
will remain in the employ of the Company until the earliest of (i) a date which
is 180 days from the occurrence of such Potential Change in Control, (ii) the
termination of your employment by reason of Disability (as defined herein) or
(iii) the date on which you first become entitled under this Agreement to
receive the benefits provided in Section 3(b) hereof.
(d) COMPANY COVENANT REGARDING POTENTIAL CHANGE IN CONTROL. In the event
of a Potential Change in Control, the Company shall, not later than 15 days
thereafter, have established one or more rabbi trusts and shall deposit therein
cash in an amount sufficient to provide for full payment of all potential
obligations of the Company that would arise assuming consummation of a Change in
Control and a subsequent termination of your employment under Section 3(b). Such
rabbi trust(s) shall be irrevocable and shall provide that the Company may not,
directly or indirectly, use or recover any assets of the trust(s) until such
time as all obligations which potentially could arise hereunder have been
settled and paid in full, subject only to the claims of creditors of the Company
in the event of insolvency or bankruptcy of the Company.
3. TERMINATION.
(a) TERMINATION BY THE COMPANY FOR CAUSE, BY YOU WITHOUT GOOD REASON, OR
BY REASON OF DEATH OR DISABILITY. If during the Protected Period your employment
by the Company is terminated by the Company for Cause, by you without Good
Reason, or because of your death or Disability, the Company shall be relieved of
its obligation to make any payments to you other than (i) its payment of amounts
otherwise accrued and owing but not yet paid and (ii) any amounts payable under
then-existing employee benefit programs at the time such amounts are due.
(b) TERMINATION BY THE COMPANY WITHOUT CAUSE OR BY YOU FOR GOOD REASON. If
during the Protected Period your employment by the Company is terminated by the
Company without cause or by you for Good Reason, you shall be entitled to the
compensation and benefits described in this Section 3(b). If your employment by
the Company is terminated prior to a Change in Control at the request of a
Person engaging in a transaction or series of transactions that would result in
a Change in Control, the Protected Period shall commence upon the subsequent
occurrence of a Change in Control, your actual termination shall be deemed a
termination occurring during the Protected Period and covered by this Section
3(b), your Date of Termination shall be deemed to have occurred immediately
following the Change in Control, and Notice of Termination shall be deemed to
have been given by the Company immediately prior to your actual termination.
Your continued employment shall not constitute consent to, or a waiver of rights
with respect to, any circumstances constituting Good Reason hereunder. The
compensation and benefits provided under this Section 3(b) are as follows:
(i) The Company shall pay you your full base salary through the Date of
Termination at the rate in effect at the time Notice of Termination is
given, no later than the fifth day following the Date of Termination,
and you shall receive all other amounts to which you are entitled
under any compensation or benefit plan of the Company, at the time
such payments are due.
(ii) At the time specified in Section 3(d) hereof, the Company shall pay
you, in lieu of any further salary, bonus or severance payments for
periods subsequent to the Date of Termination, a lump sum amount in
cash equal to two times the sum of:
(A) the greater of (I) your annual base salary in effect immediately
prior to the Change in Control of the Company or (II) your annual
base salary in effect at the time Notice of Termination is given;
and
(B) your annual target bonus for the year in which the Change in
Control occurs or, if no such target bonus has yet been
determined for such year, your annual target bonus actually
earned by you in the year immediately preceding the year in which
the Change in Control occurs.
(iii) At the time specified in Section 3(d) hereof, the Company shall pay
to you, in lieu of amounts which otherwise may be payable to you under
any bonus plan (a "Bonus Plan"), an amount in cash equal to (A) your
annual target bonus for the year in which the Change in Control
occurs, multiplied by a fraction (I) the numerator of which equals the
number of full or partial days in such annual performance period
during which you were employed by the Company and (II) the denominator
of which is 365, plus (B) your target bonus opportunity with respect
to each other performance period in progress under all Bonus Plans in
effect at the time of termination, multiplied (in each case) by a
fraction (I) the numerator of which equals the number of full or
partial days elapsed from the beginning of the applicable performance
period through the date of your termination and (II) the denominator
of which is the total number of days in the applicable performance
period.
(iv) The Company shall provide you with a cash allowance, at the time
specified in Section 3(d) hereof, for outplacement and job search
activities (including, but not limited to, office and secretarial
expenses) in the amount of 20% of your annual base salary and annual
target bonus taken into account under Section 3(b)(ii) hereof,
provided that (A) such cash allowance shall not exceed $100,000, and
(B) such cash allowance shall apply only to those costs or obligations
that are incurred by you during the 24-month period following your
termination of employment.
(v) For a 24-month period following your termination of employment, the
Company shall arrange to provide you with life and health insurance
benefits no less favorable than those which you were receiving
immediately prior to the Notice of Termination. Notwithstanding the
foregoing, any benefit described in the preceding sentence shall
constitute secondary coverage with respect to any life and health
insurance benefits actually received by you in connection with any
subsequent employment (or self-employment) during the 24-month period
following your termination.
(vi) Starting at age 55, you shall receive retiree medical and life
benefits from the Company. Such benefits shall be no less favorable
than the benefits that you would have received had you, at the time
Notice of Termination is given, both (A) attained age 55 and (B)
retired from the Company. Notwithstanding the foregoing, any benefit
described in the preceding sentence shall constitute secondary
coverage with respect to retiree medical and life benefits actually
received by you in connection with any subsequent employment (or
self-employment) following your termination.
(c) EXCISE TAX GROSS-UP; LIMITED REDUCTION IN SEVERANCE PAYMENT TO AVOID
EXCISE TAX.
(i) In the event you become entitled to any amounts payable in connection
with a Change in
Control or termination of employment during the Protected Period
(whether or not such amounts are payable pursuant to this Agreement)
(the "Severance Payments"), if any of such Severance Payments are
subject to the tax (the "Excise Tax") imposed by Section 4999 of the
Code (or any similar federal, state or local tax that may hereafter be
imposed), the Company shall pay to you at the time specified in
Section 3(d) hereof an additional amount (the "Gross-Up Payment") such
that the net amount retained by you, after deduction of any Excise Tax
on the Total Payments (as hereinafter defined) and any federal, state
and local income tax and Excise Tax upon the payment provided for by
this Section 3(c), shall be equal to the Total Payments. The foregoing
notwithstanding, if the Severance Payments exceed the Safe Harbor
Amount (as defined below) and a reduction of up to 15% of any cash
payments pursuant to Section 3(b)(ii) of this Agreement would cause
the Severance Payments to be equal to the Safe Harbor Amount and
thereby avoid the imposition of any Excise Tax, the cash payments
pursuant to Section 3(b)(ii) of this Agreement shall be reduced to the
extent necessary (up to 15%) to result in all remaining Severance
Payments equal to the Safe Harbor Amount. The "Safe Harbor Amount"
shall mean one dollar less than 300% of the "base amount" as
determined in accordance with Section 280G(b)(3) of the Code.
(ii) For purposes of determining whether any of the Severance Payments will
be subject to the Excise Tax and the amount of such Excise Tax: (i)
any other payments or benefits received or to be received by you in
connection with a Change in Control or your termination of employment
(whether pursuant to the terms of this Agreement or any other plan,
arrangement or agreement with the Company, any Person whose actions
result in a Change in Control or any Person affiliated with the
Company or such Person) (which, together with the Severance Payments,
constitute the "Total Payments") shall be treated as "parachute
payments" within the meaning of Section 280G(b)(2) of the Code, and
all "excess parachute payments" within the meaning of Section
280G(b)(1) of the Code shall be treated as subject to the Excise Tax,
unless in the opinion of nationally-recognized tax counsel selected by
you such other payments or benefits (in whole or in part) do not
constitute parachute payments, or such excess parachute payments (in
whole or in part) represent reasonable compensation for services
actually rendered within the meaning of Section 280G(b)(4) of the Code
in excess of the base amount within the meaning of Section 280G(b)(3)
of the Code, or are otherwise not subject to the Excise Tax; (ii) the
amount of the Total Payments which shall be treated as subject to the
Excise Tax shall be equal to the lesser of (A) the total amount of the
Total Payments and (B) the amount of excess parachute payments within
the meaning of Section 280G(b)(1) of the Code (after applying Section
3(c)(i) hereof); and (iii) the value of any non-cash benefits or any
deferred payments or benefit shall be determined by a
nationally-recognized accounting firm selected by you in accordance
with the principles of Sections 280G(d)(3) and (4) of the Code. For
purposes of determining the amount of the Gross-Up Payment, you shall
be deemed to pay federal income taxes at the highest marginal rate of
federal income taxation in the calendar year in which the Gross-Up
Payment is to be made and state and local income taxes at the highest
marginal rate of taxation in the state and locality of your residence
on the Date of Termination, net of the maximum reduction in federal
income taxes which could be obtained from deduction of such state and
local taxes. In the event that the Excise Tax is subsequently
determined to be less than the amount taken into account hereunder at
the time of termination of your employment, you shall repay to the
Company within ten days after the time that the amount of such
reduction in Excise Tax is finally determined the portion of the
Gross-Up Payment attributable to such reduction (plus the portion of
the Gross-Up Payment attributable to the Excise Tax and federal and
state and local income tax imposed on the Gross-Up Payment being
repaid by you if such repayment results in a reduction in Excise Tax
and/or federal and state and local income tax deduction) plus interest
on the amount of such repayment at the rate provided in Section
1274(b)(2)(B) of the Code. In the event that the Excise Tax is
determined to
exceed the amount taken into account hereunder at the time of the
termination of your employment (including by reason of any payment the
existence or amount of which cannot be determined at the time of the
Gross-Up Payment), the Company shall make an additional gross-up
payment in respect of such excess within ten days after the time that
the amount of such excess is finally determined.
(d) TIME OF PAYMENT. The payments provided for in Sections 3(b)(ii),
3(b)(iii) and 3(c) hereof shall be made not later than the fifteenth day
following the Date of Termination; provided, however, that if the amount of such
payments cannot be finally determined on or before such day, the Company shall
pay to you on such day an estimate, as determined in good faith by the Company,
of the minimum amount of such payments and shall pay the remainder of such
payments (together with interest at the rate provided in Section 1274(b)(2)(B)
of the Code) as soon as the amount thereof can be determined but in no event
later than the thirtieth day after the Date of Termination. In the event that
the amount of the estimated payments exceeds the amount subsequently determined
to have been due, such excess shall constitute a loan by the Company to you,
payable on the fifteenth day after the demand by the Company (together with
interest at the rate provided in Section 1274(b)(2)(B) of the Code). The
payments provided in Section 3(b)(iv) hereof shall be made not later than the
fifteenth day following the submission of each receipt to the Company evidencing
costs or obligations incurred by you in connection with outplacement counseling
and job search activities.
(e) NOTICE. During the Protected Period, any purported termination of your
employment by the Company or by you shall be communicated by written Notice of
Termination to the other party hereto.
(f) CERTAIN DEFINITIONS. Except as otherwise indicated in this Agreement,
all definitions in this Section 3(f) shall be applicable during the Protected
Period only.
(i) Disability. "Disability" shall mean your absence from the full-time
performance of your duties with the Company for six consecutive months
as a result of your incapacity due to physical or mental illness or
disability, and within 30 days after written Notice of Termination is
thereafter given you shall not have returned to the full-time
performance of your duties.
(ii) Cause. "Cause" shall mean termination on account of (A) the willful
and continued failure by you to substantially perform your duties with
the Company (other than any such failure resulting from your
incapacity due to physical or mental illness or disability or any
failure after the issuance of a Notice of Termination by you for Good
Reason) which failure is demonstrably and materially damaging to the
financial condition or reputation of the Company and/or its
subsidiaries, and which failure continues more than 48 hours after a
written demand for substantial performance is delivered to you by the
Board, which demand specifically identifies the manner in which the
Board believes that you have not substantially performed your duties
or (B) the willful engaging by you in conduct which is demonstrably
and materially injurious to the Company, monetarily or otherwise. No
act, or failure to act, on your part shall be deemed "willful" unless
done, or omitted to be done, by you not in good faith and without
reasonable belief that your action or omission was in the best
interest of the Company. Notwithstanding the foregoing, you shall not
be deemed to have been terminated for Cause unless and until there
shall have been delivered to you a copy of the resolution duly adopted
by the affirmative vote of not less than three-quarters (3/4) of the
entire membership of the Board at a meeting of the Board (after
reasonable notice to you and an opportunity for you, together with
your counsel, to be heard before the Board) finding that, in the good
faith opinion of the Board, you were guilty of conduct set forth above
in this Section 3(f)(ii) and specifying the particulars thereof in
detail.
(iii)Good Reason. "Good Reason" shall mean, without your express written
consent, the occurrence upon or after a Change in Control of any of
the following circumstances
unless, in the case of Sections 3(f)(iii)(A), (E), (F) or (G) hereof,
such circumstances are fully corrected prior to the Date of
Termination specified in the Notice of Termination given in respect
thereof:
(A) if you were an executive officer of the Company immediately prior
to the Change in Control, the assignment to you of any duties
inconsistent with the position in the Company that you held
immediately prior to the Change in Control or an adverse
alteration in the nature or status of your responsibilities or
the conditions of your employment from those in effect
immediately prior to such Change in Control (this provision is
inapplicable if you were not an executive officer of the Company
immediately prior to a Change in Control);
(B) a reduction by the Company in your annual base salary, any target
bonus or perquisites as in effect immediately prior to the Change
in Control or as the same may be increased from time to time
except for across-the-board perquisite reductions similarly
affecting all senior executives of the Company and all senior
executives of any Person in control of the Company;
(C) the relocation of the principal place of your employment to a
location more than 50 miles from the location of such place of
employment on the date of this Agreement; except for required
travel on the Company's business to an extent substantially
consistent with your business travel obligations prior to the
Change in Control;
(D) the failure by the Company to pay to you any portion of your
compensation or to pay to you any portion of an installment of
deferred compensation under any deferred compensation program of
the Company within seven days of the date such compensation is
due;
(E) the failure by the Company to continue in effect any material
compensation or benefit plan in which you participated
immediately prior to the Change in Control, unless an equitable
arrangement (embodied in an ongoing substitute or alternative
plan) has been made with respect to such plan, or the failure by
the Company to continue your participation therein (or in such
substitute or alternative plan) on a basis not materially less
favorable, both in terms of the amounts of benefits provided and
the level of your participation relative to other participants,
as existed at the time of the Change in Control;
(F) the failure of the Company to obtain a satisfactory agreement
from any successor to assume and agree to perform this Agreement,
as contemplated in Section 6 hereof; or
(G) any purported termination of your employment that is not effected
pursuant to a Notice of Termination satisfying the requirements
of Section 3(f)(iv) hereof (and, if applicable, the requirements
of Section 3(f)(ii) hereof), which purported termination shall
not be effective for purposes of this Agreement.
(iv) Notice of Termination. "Notice of Termination" shall mean notice
indicating the specific termination provision in this Agreement relied
upon and setting forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of your
employment under the provision so indicated.
(v) Date of Termination. "Date of Termination" shall mean (A) if your
employment is terminated for Disability, 30 days after Notice of
Termination is given (provided that you
shall not have returned to the full-time performance of your duties
during such 30-day period) or (B) if your employment is terminated for
any other reason, the date specified in the Notice of Termination
(which, in the case of a termination for Cause, shall not be less than
30 days from the date such Notice of Termination is given and, in the
case of a termination for Good Reason, shall not be less than 15 nor
more than 60 days from the date such Notice of Termination is given).
4. MITIGATION. Except as provided in Section 3(b)(v) and (vi) hereof, you
shall not be required to mitigate the amount of payment provided for under this
Agreement by seeking other employment or otherwise, nor shall the amount of
payment or benefit provided for under this Agreement be reduced by any
compensation earned by you as the result of employment by another employer, by
retirement benefits, by offset against any amount claimed to be owed by you to
the Company, or otherwise.
5. COSTS OF PROCEEDINGS. The Company shall pay all costs and expenses,
including all attorneys' fees and disbursements, of the Company and, at least
monthly, you in connection with any legal proceedings, whether or not instituted
by the Company or you, relating to the interpretation or enforcement of any
provision of this Agreement; provided that if you instituted the proceeding and
a finding (no longer subject to appeal) is entered that you instituted the
proceeding in bad faith, you shall pay all of your costs and expenses, including
attorneys' fees and disbursements. The Company shall pay prejudgment interest on
any money judgment obtained by you as a result of such proceeding, calculated at
the prime rate of The Chase Manhattan Bank as in effect from time to time from
the date that payment should have been made to you under this Agreement.
6. SUCCESSORS; BINDING AGREEMENT.
(a) SUCCESSOR TO COMPANY TO ASSUME OBLIGATIONS. The Company shall require
any successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it
if no such succession had taken place. As used in this Agreement, "Company"
shall mean the Company as hereinbefore defined and any successor to its business
and/or assets as aforesaid which assumes and agrees to perform this Agreement by
operation of law, or otherwise.
(b) EMPLOYEE'S SUCCESSORS. This Agreement shall inure to the benefit of
and be enforceable by you and your personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. In the
event of your death, all amounts otherwise payable to you hereunder shall,
unless otherwise provided herein, be paid in accordance with the terms of this
Agreement to your devisee, legatee or other designee or, if there is no such
designee, to your estate.
7. NOTICE. Notices and all other communications provided for in this
Agreement shall be in writing and shall be deemed to have been duly given when
(a) personally delivered or (b) mailed by United States certified or registered
mail, return receipt requested, postage prepaid, addressed to the respective
addresses set forth on the first page of this Agreement; provided that all
notice to the Company shall be directed to the attention of the Board with a
copy to the General Counsel of the Company, or to such other address as either
party may have furnished to the other in writing in accordance herewith, except
that notice of change of address shall be effective only upon receipt.
8. MISCELLANEOUS. No provision of this Agreement may be modified, waived
or discharged unless such waiver, modification or discharge is agreed to in
writing and signed by you and such officer as may be designated by the Board. No
waiver by either party hereto at any time of any breach by the other party
hereto of, or compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the time or at any prior or subsequent
time. The validity, interpretation, construction and performance of this
Agreement
shall be governed by the laws of the State of Georgia without regard to its
conflicts of law principles. All references to sections of the Exchange Act or
the Code shall be deemed also to refer to any successor provisions to such
sections. Any payments provided for hereunder shall be paid net of any
applicable withholding required under federal, state or local law. The
obligations of the Company under this Agreement shall survive the expiration of
this Agreement to the extent necessary to give effect to this Agreement.
9. VALIDITY. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.
10. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
11. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter contained herein and during
the term of this Agreement supersedes the provisions of all prior agreements,
promises, covenants, arrangements, communications, representations or
warranties, whether oral or written, by any officer, employee or representative
of any party hereof with respect to the subject matter contained herein. No
agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are
not expressly set forth in this Agreement. Notwithstanding anything to the
contrary in this Agreement, the procedural provisions of this Agreement shall
apply to all benefits payable as a result of a Change in Control (or other
change in control) under any employee benefit plan, agreement, program, policy
or arrangement of the Company.
If this letter sets forth our agreement on the subject matter hereof,
kindly sign and return to the Company the enclosed copy of this letter, which
will then constitute our agreement on this subject.
SYNAVANT INC.
By:______________________________________
[Chairman and Chief Executive Officer]
or
[President and Chief Operating Officer]
Agreed to this ____________________ day of ____________________________, 2000.
EMPLOYEE
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Type Name:
