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EXHIBIT 10.19
DEFERRED COMPENSATION AGREEMENT
THIS AGREEMENT is made and entered into effectives of the ________ day of
__________, 199___, by and between InfoCure Corporation, a Delaware corporation
(the "Company") and Xxxxxxxxx X. Fine ("Employee").
WHEREAS, the Company and Employee are parties to that certain Restricted
Stock Award Agreement dated June 1, 1998 (the "Restricted Stock Agreement"),
whereby Employee was awarded thirty-five thousand (35,000) shares of the
Company's common stock (the "Bonus Shares"), subject to certain vesting
requirements;
WHEREAS, none of the Bonus Shares have vested as of the date hereof; and
WHEREAS, Employee and the Company desire to modify the Restricted Stock
Agreement so that in the event the Bonus Shares vest, the benefit is credited
under a deferred compensation arrangement.
FOR AND IN CONSIDERATION of the premises and mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
1. Bonus Shares. In the event the Bonus Shares vest, Employee
irrevocably elects to have a benefit equivalent to the thirty-five thousand
(35,000) Bonus Shares credited to a deferred compensation account maintained by
the Company for the benefit of Employee.
2. Unfunded Nature of Benefit. The benefit contemplated
hereby is an unfunded promise to pay a benefit equivalent to the value of
thirty-five thousand (35,000) (subject to adjustment as provided in Section 4.
hereof) shares of the Company's common stock as of the date of payment. Any
funds which may be segregated for payment of this obligation of the Company
shall continue for all purposes to be a part of the general funds of the
Company and no person other than the Company shall by virtue of the provisions
of this Agreement have any interest in such funds.
3. Payment. Employee shall be entitled to receive a benefit
equivalent to the thirty-five thousand (35,000) Bonus Shares only upon
termination of his employment with the Company. The benefit shall be paid in
shares of the Company's common stock to Employee within thirty (30) days
following the date of such termination of employment.
4. Adjustments. If the number of outstanding shares of common
stock of the Company is increased or decreased by reason of a split-up, stock
split, reverse stock split, reclassification, distribution of a common stock
dividend, or other similar capital adjustment, an appropriate adjustment shall
be made in the benefit payable pursuant hereto, such that Employee's
proportionate interest shall be maintained as before the occurrence of such
event.
5. Governing Law. This Agreement shall be construed, administered
and enforced according to the laws of the State of Georgia.
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6. Entire Agreement. This Agreement, and the Restricted Stock
Agreement to the extent not inconsistent herewith, express the entire
understanding and agreement of the parties with respect to the subject matter
hereof.
7. Amendment. This Agreement may be amended or revoked at any
time in whole or in part by the mutual written agreement of the parties hereto.
8. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the day and year first set forth above.
COMPANY:
InfoCure Corporation
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: Chairman
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EMPLOYEE:
/s/ Xxxxxxxxx X. Fine
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Xxxxxxxxx X. Fine
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