Exhibit 10.20
AGREEMENT
Agreement made this 15th day of May, 2001 by and between CTI Group
(Holdings) Inc. ("CTI"), CTI Billing Solutions, Inc. ("Billing") and Xxxxx X.
Xxxxxx ("Xxxxxx").
Whereas, CTI and Xxxxxx were parties with others to an Agreement and Plan
of Merger dated as of April 5, 2000 ("Merger Agreement") which provided, among
other things, for the merger of Celltech Information Systems, Inc. ("Celltech")
into CTI (all capitalized terms not otherwise defined herein shall have the same
meaning ascribed to them under the Merger Agreement);
WHEREAS, pursuant to Section 1.7 of the Merger Agreement, Xxxxxx received
at Closing 992,040 shares of CTI Class A Common Stock and the right to receive
up to an additional 892,835 shares of CTI Class A Common Stock ("Escrow Stock");
WHEREAS, under the terms of Section 1.17 of the Merger Agreement, Xxxxxx is
entitled to 85 percent (85%) of any Escrow Stock that may be distributed;
WHEREAS, pursuant to Section 1.17 of the Merger Agreement, 334,812 shares
of the Escrow Stock were directed to be distributed to Xxxxxx (the "Xxxxxx
Distributed Escrow Stock") and 59,082 shares of the Escrow Stock were directed
to be distributed to the Minority Stockholders prior to the date of this
Agreement;
WHEREAS, pursuant to Section 1.17 of the Merger Agreement the remaining
Escrow Stock was to be held, distributed to the Celltech Stockholders prior to
April 30, 2003, or cancelled, as provided in such Section;
WHEREAS, pursuant to the Merger Agreement, Billing and Xxxxxx entered into
an Employment Agreement ("Employment Agreement");
WHEREAS, under Article IX of the Merger Agreement, Xxxxxx, as Principal
Stockholder, agreed to indemnify CTI upon certain conditions and in certain
events;
WHEREAS, in view of the fact that the business of Celltech on February 12,
2001 were substantially less than the business of Celltech on April 5, 2000, the
parties have agreed to certain changes to the Merger Agreement (as pertains to
the Xxxxxx Distributed Escrow Stock and any additional Escrow Stock to which
Xxxxxx may hereafter be entitled) and to the Employment Agreement;
NOW, THEREFORE, THIS AGREEMENT:
1. Xxxxxx'x right to receive the Xxxxxx Distributed Escrow Stock and any
additional Escrow Stock to which Xxxxxx may have become entitled is hereby
terminated and CTI shall not be required to maintain in escrow the 892,835
shares of CTI Class A Common Stock being held for Xxxxxx'x benefit. This
adjustment to the Purchase Price in the Merger Agreement shall not affect the
rights of the remaining Minority Stockholders to receive additional shares of
the Escrow Stock in accordance with the terms of Section 1.17 of the Merger
Agreement.
2. Xxxxxx agrees that until December 31, 2005, with respect to the 992,040
shares of Class A Common Stock issued to him pursuant to the Merger Agreement
(excluding however any of such shares hereafter sold by Xxxxxx) and with respect
to any additional Common Stock of CTI that he may acquire, directly or
indirectly ("collectively CTI Shares"), he shall vote or execute proxies in
connection with any action to be taken by the shareholders of CTI in accordance
with the recommendation of the Board of Directors of CTI. In the event of any
solicitation of proxies, proxy contest, tender offer or exchange offer (as such
terms are defined under the Securities Exchange Act of 1934, as amended and the
regulations thereunder) by any entity, Xxxxxx shall take such action with
respect to CTI Shares as the Board of Directors of CTI shall recommend to its
shareholders generally.
3. The Employment Contract is hereby modified as follows:
A. Paragraph 1 is hereby amended to read as follows:
1. Employment and Duties. Company shall employ Employee as Company's
Division Vice President of Billing during the term of employment set forth
in Section 2 hereof. Employee shall devote his full time, energy, skill and
best efforts to the business and affairs of Company, and shall not, during
the term of this Agreement, be engaged in any other business activity
whether or not such business activity is pursued for gain, profit or other
pecuniary advantage; provided, however, that nothing in this Agreement
shall prevent Employee from (i) engaging in charitable activities, or (ii)
investing his assets in such form or manner as (A) will not require any
services on Employee's part in the operations or the affairs of the Company
in which such investments are made (other than services to Company and its
affiliates) and (B) will not be an investment in any Company which
competes, directly or indirectly, with Company in any manner; provided,
however, that the activities permitted in the foregoing subsections (i) and
(ii) shall not, either alone or together with other activities permitted
under those subsections, interfere in any material way with Employee's
responsibilities under this Agreement. Employee shall have such
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responsibilities and duties, consistent with his position and expertise, as
may from time to time be prescribed by Company's President. Such duties
will include:
(i) Assisting the Company in pursuing its legal claims against Consumer
Cellular for premature termination of its contract with the Company;
(ii) Making immediate staff cuts in the Houston overhead costs relative to
the current revenue stream but in accordance with retaining such revenue
stream and key personnel domain knowledge;
(iii) Working with Xxxx Xxxxxx and Xxxx Xxxxx in planning an orderly
transition of the business revenues and key personnel to Indianapolis by
September 30, 2001. In the event such key personnel are unable or unwilling
to relocate, a cross training plan for existing Indianapolis personnel will
be instigated such that the business can operate effectively from
Indianapolis by September 30, 2001; and
(iv) Assisting in arranging for the sub-letting of the Houston premises and
in negotiating termination of equipment leases as appropriate.
B. Paragraph 2 is hereby modified to read as follows:
2. Term. The term of Employee's employment under this Agreement
shall commence on the Effective Time as defined in the Merger
Agreement, and end on December 31, 2001, unless sooner terminated in
accordance with the other provisions of this Agreement (the "Term").
C. Paragraph 3.1 is hereby modified to read as follows:
3.1 Salary. Company shall pay to Employee as compensation for all
services rendered hereunder a base salary at the rate of $16,666.67 per month
until May 31, 2001 and at the rate of $14,583.33 per month commencing June 1,
2001 ("Salary"), payable in accordance with Company's normal payroll practices
for employees. Company shall deduct or cause to be deducted from the Salary all
taxes and amounts required by law to be withheld.
D. Paragraph 3.3 is eliminated.
E. Paragraph 3.4.3 is eliminated.
F. Paragraph 4.2.1 is amended to read as follows:
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4.2.1 Termination upon Death. Employee's employment with Company
and all of Employee's rights to compensation and benefits hereunder
shall automatically terminate upon his death, except that Employee's
heirs, personal representatives or estate shall be entitled to any
unpaid portion of his Salary and accrued benefits up to the Date of
Termination and shall also be entitled to reimbursement for any
Business Expenses properly incurred by Employee.
G. Paragraph 6.1 is amended to replace the notice to be given to
Klehr, Harrison, Xxxxxx, Branzburg & Xxxxxx LLP with the following:
Blank Rome Xxxxxxx & XxXxxxxx LLP
A Pennsylvania LLP
000 Xxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Attention: A. Xxxx Xxxxxxxxxx, Esquire
4. CTI and Billing hereby acknowledge that Xxxxxx makes no admission with
respect to the alleged breach of the representations and warranties contained in
Section 2.22 of the Merger Agreement.
5. Xxxxxx'x obligation to indemnify CTI and Billing with respect to the
representations and warranties contained in Section 2.22 of the Merger Agreement
is, in consideration of the premises and the other consideration herein recited,
hereby terminated and CTI and Billing, jointly and severally, hereby release
Xxxxxx from the terms thereof with respect to all existing and future claims
that arise therefrom.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
CTI Group (Holdings) Inc.
By /s/ Xxxxxxx Xxxxx
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CTI Billing Solutions, Inc.
By /s/ Xxxxxxx Xxxxx
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/s/ Xxxxx X. Xxxxxx
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XXXXX X. XXXXXX
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