EXHIBIT 10.25
AMENDMENT AGREEMENT
This AMENDMENT AGREEMENT (the "Agreement") is entered into effective as of
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September 14, 1999, between Pointshare Corporation, a Delaware corporation
formerly known as Healthknowledge Corporation (the "Company"), and Xxxxxx
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Schmuland, M.D. ("Schmuland").
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Recitals
A. The Company and Schmuland entered into an Employment Agreement dated as of
July 18, 1997 (the "Employment Agreement").
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B. The Company and Schmuland entered into a Stock Restriction Agreement dated
as of July 17, 1997 (the "Restriction Agreement").
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C. The Company and Schmuland desire to amend certain provisions of the
Employment Agreement and the Restriction Agreement.
Agreement
In consideration of the mutual covenants set forth in this Agreement, the
Company and Schmuland agree as follows:
1. Employment Position. Section 2(a) of the Employment Agreement is
amended in its entirety as follows:
"(a) Position. The Company agrees to employ the Employee as its Vice
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President and Chief Medical Officer for the term of his Employment under this
Agreement ("Employment")."
2. Departure from Board of Directors. The Company and Schmuland each
agree that Schmuland no longer being a member of the Board of Directors of the
Company shall not constitute (i) a "Good Reason" under section 1(f) of the
Employment Agreement or (ii) Involuntary or Constructive Termination under
Section 1(a) of the Restriction Agreement.
3. Repurchase Option. The Company and Schmuland each agree that the
Company's Repurchase Option shall terminate and be of no further force and
effect with respect to all shares of the Option Stock (as defined in the
Restriction Agreement). The Company will cause the Escrow Agent (as defined in
the Restriction Agreement) to release all shares of the Option Stock still held
in escrow as soon as practicable after execution of this Agreement.
The parties have executed and delivered this Agreement effective as of the
day and year first set forth above.
Pointshare Corporation Xxxxxx Xxxxxxxxx, M.D.
By: /s/ Xxxxxxx X. Xxxxxxxxx /s/ Xxxxxx Xxxxxxxxx, M.D.
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Xxxxxxx X. Xxxxxxxxx
President and CEO
