Exhibit 10.24--Amended Bonus Agreement
INNOSERV TECHNOLOGIES, INC.
AMENDMENT TO BONUS AGREEMENT
This Amendment to Bonus Agreement (this "Agreement") is entered into between
InnoServ Technologies, Inc. (the "Company") and Xxxxxxx X. Xxxx, President and
Chief Executive Officer of the Company (the "Executive").
WHEREAS, the Executive and the Company have previously entered into a Bonus
Agreement, dated December 20, 1996, which was amended March 28, 1997 (as
amended, the "Bonus Agreement"), in order to provide an incentive to the
Executive to remain in the employ of the Company while the Company is
investigating strategic alternatives in order to maximize shareholder value;
WHEREAS, the board of directors of the Company (the "Board of Directors")
has determined that it is in the best interests of the Company and the
shareholders of the Company to amend the Bonus Agreement as hereinafter provided
in order to better achieve the purposes of the Bonus Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the Company and Executive agree as follows:
1. Unless otherwise defined herein, terms are used as defined in the
Bonus Agreement.
2. Paragraph 1 of the Bonus Agreement is hereby amended to read in its
entirety as follows:
"a. Subject to paragraph 2 below, if Executive is a full-time employee
of the Company in good standing on the closing of a Sale of the Company (as
defined in paragraph 3 below), then Executive will be entitled to a one-time
bonus of $300,000, PLUS an additional amount equal to (A) $100,000,
multiplied by (B) a fraction, the numerator of which shall equal the amount
by which the Sale Price of the Company exceeds $16 million and the
denominator of which shall equal $4 million, less all applicable
withholdings (the "Bonus"). The Bonus will be payable in full, in cash on
the closing date of such Sale of the Company.
b. The Sale Price of the Company, if a stock sale, shall be the product
of (i) the average consideration paid for a share of common stock of the
Company and (ii) the sum of (A) the number of such shares acquired by the
other party to the transaction (or considered outstanding and for which
payment is made by the acquiror), plus (B) the number of such shares
issuable upon exercise of options, warrants or other rights or conversion or
exchange of securities all as outstanding on the date of this Agreement and,
without duplication, as thereafter issued or granted. For the purpose of
clause (i) of the foregoing sentence, all shares shall be deemed to have
been acquired if more than 50% of the Company's outstanding common stock is
acquired by a "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934.
c. For the purposes of calculating the Sale Price of the Company,
equity securities constituting a part of the consideration referred to in
clause (i) of paragraph 1.b. above that are traded on a national securities
exchange or quoted on the National Association of Securities Dealers
National Market System shall be valued at the last closing price thereof
prior to the date of the consummation or closing of any such Sale of the
Company.
d. The Sale Price of the Company, if an asset sale, shall be the sum of
(i) the cash (or other consideration) paid by the purchaser for such assets
and (ii) any debt assumed by the purchaser of such assets."
3. This Agreement supersedes any prior agreements or understandings
with respect to the subject matter hereof. Except as amended hereby, the
Bonus Agreement shall continue in full force and effect. This Agreement
shall inure to the benefit of, and be binding upon, the parties hereto and
their respective heirs, successors, legal representatives and assigns.
4. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF TEXAS.
5. This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument.
6. References in the Bonus Agreement to the "Agreement" shall mean the
Bonus Agreement as amended hereby or previously amended.
IN WITNESS WHEREOF, the Company and Executive have executed this Agreement
as of the day and year indicated below.
INNOSERV TECHNOLOGIES, INC.
By: /s/ XXXXXXX XXXXXXX
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Name: Xxxxxxx Xxxxxxx
Its: Member of Board of Directors
Date: 4/2/98
EXECUTIVE:
By: /s/ XXXXXXX X. XXXX
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Name: Xxxxxxx X. Xxxx
Date: 4/2/98
