AMENDMENT TO EMPLOYMENT AGREEMENT
Amendment No. 1 dated as of December 21, 1999 to the Employment
Agreement (the "Employment Agreement") dated as of May 16, 1999 between Medical
Manager Corporation (formerly Synetic, Inc., the "Company"), a Delaware
corporation, and Xxxx X. Xxxx ("Executive").
WHEREAS, concurrently with the execution of this Amendment, the Company
has made a loan (the "Loan") in favor of Executive;
WHEREAS, as an inducement for the Company to make the Loan to
Executive, the parties desire to amend the Employment Agreement upon the terms
and conditions set forth herein; and
NOW, THEREFORE, for valuable consideration, the sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Amendments.
(a) Bonus. Section 2.6 is hereby amended in its entirety to read
as follows:
Executive may receive a bonus or bonuses during the Employment
Period at such times and in such amounts as the Compensation
Committee of the Board may determine in its sole discretion.
(b) Option Grant. Section 4(b) is hereby amended by deleting "six
month" each time it appears in such subparagraph and by
substituting therefor "one-year".
(c) Termination by the Company without Cause. Section 5.3(iii)
is hereby amended in its entirety to read as follows:
$600,000 of the principal amount payable under the Note (the
"Note") dated December 21, 1999 made by Executive in favor of
the Company in the principal amount of $2.4 million shall be
forgiven by the Company
(d) Liquidated Damages. The reference to "Section 5.3 or Section
5.5" contained in the second line of Section 5.4 shall be
amended to read as follows: "Section 5.3, Section 5.5 or
Section 5.6".
(e) Termination by Executive for Good Reason. (i) Section 5.5(a)
of the Employment Agreement is hereby amended by deleting the
word "bonus" in the fourth line thereof and substituting
therefor "the loan forgiveness in the amount of $600,000".
(ii) Section 5.5(b)(6) is hereby amended by deleting "six
months" and substituting therefor "one-year".
(f) Special Payment. Section 5.6 is hereby amended in its entirety
to read as follows:
Special Payment. In the event of the occurrence of a Change in
Control that is not approved by a majority of the Incumbent
Directors on or prior to December 21, 2003, Executive shall be
entitled to receive an amount in cash equal to $2.4 million
less the amount of any discretionary bonus previously paid to
him pursuant to Section 2.6 of this Agreement (the "Special
Payment") on the date of the consummation of the Change in
Control. If a Change in Control occurs that is approved by a
majority of the Incumbent Directors on or prior to December
21, 2003, Executive shall be entitled to receive the Special
Payment (i) on the one-year anniversary of the date of the
Change in Control (or such earlier date as may be agreed to by
the successor), so long as he remains employed through such
date, or (ii) upon a termination of Executive's employment by
the Company without Cause or by Executive with Good Reason
during such one-year period.
2. Employment Agreement in Effect. Except as set forth herein, the
Employment Agreement remains in full force and effect.
3. Governing Law. This Amendment shall be construed in accordance with
and governed for all purposes by the laws of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
MEDICAL MANAGER CORPORATION
By: ______________________________
Name:
Title:
EXECUTIVE
__________________________________
Xxxx X. Xxxx
