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Exhibit 10.44
AMENDMENT NUMBER 1
TO
EMPLOYMENT AGREEMENT
This amendment Number 1 to that certain Employment Agreement dated April
14, 2000 (the "Agreement") by and between Per-Se Technologies, Inc., a Delaware
corporation (the "Company"), and Xxxxx X. Xxxxxxx, a resident of the State of
Georgia (the "Executive"), is made and entered into as of the 7th day of
February 2001.
Statement of Background Information
The Agreement provides, among other things, for the employment of the
Executive as Senior Vice President, Corporate Development of the Company.
The Company and the Executive desire to amend the Agreement to reflect the
promotion of the Executive to the office of Executive Vice President and Chief
Financial Officer of the Company, increase the Executive's annual salary,
provide for an additional stock option grant to the Executive, and make such
other changes as the parties have agreed.
Capitalized terms not otherwise defined herein shall have the meanings
ascribed thereto in the Agreement.
Statement of Agreement
In consideration of the mutual covenants, promises and conditions set forth
herein and in the Agreement, the parties agree to amend the Agreement as
follows:
1. The first sentence of Section 2, "Duties of Executive," is hereby
deleted in its entirety and the following sentence is substituted in lieu
thereof:
"Executive's title will be Executive Vice President and Chief
Financial Officer of the Company. "
2. Section 4(b), "Termination by Company Without Cause," is hereby amended
by adding the phrase "health and welfare" to the third sentence thereof
immediately after the phrase "In addition, the Company shall provide" and
immediately before the phrase "benefit continuation to the extent that Executive
remains eligible."
3. Section 5(a), "Annual Salary," is hereby amended by deleting the phrase
"Two Hundred Thirty Thousand Dollars ($230,000.00)" and substituting in lieu
thereof the phrase "Two Hundred Fifty Thousand Dollars ($250,000.00)."
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4. Section 5(c), "Stock Options," is hereby amended by adding the following
sentence immediately after the first sentence thereof:
"Effective as of the date of execution of Amendment Number 1 to this
Agreement, or as soon as reasonably practicable thereafter and subject to
the approval of the Compensation Committee of the Company's Board of
Directors, the Company will grant to Executive, effective as of the date of
such approval, options to purchase an additional One Hundred Thousand
(100,000) shares of the Company's Common Stock pursuant to the terms and
conditions of the Stock Option Plan. "
5. Section 5(f), "Business Expenses," is hereby amended by adding the
following sentence as the second sentence thereof:
"In addition, Executive will be reimbursed for automobile expenses in
accordance with the Company's policies in effect from time to time. "
Except as specifically amended herein, the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment Number 1 to
the Agreement as of the day and year first above written.
PER-SE TECHNOLOGIES, INC. EXECUTIVE
By:/s/ Xxxxxx X. Xxxx /s/ Xxxxx X. Xxxxxxx
______________________________ ___________________________
Xxxxxx X. Xxxx Xxxxx X. Xxxxxxx
President and Chief Executive Officer
