Contract
Exhibit 10.1 Employment Agreement dated April 22, 2011 among Streamline Health Solutions,
Inc., Streamline Health, Inc. and Xxxxxxx X. Xxxxxxx.
AGREEMENT dated as of April 22, 2011, between Streamline Health Solutions, Inc., a Delaware
corporation (the “Parent”), and Streamline Health, Inc., an Ohio corporation (the “Company”), on
the one hand, and Xxxxxxx X. Xxxxxxx (“Executive”), on the other hand.
RECITALS:
The Parent, the Company and Executive hereby agree that Executive shall serve as an officer of
the Parent and of the Company pursuant to the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and the agreements contained herein, and for
other good and valuable consideration, the receipt and adequacy of which the parties hereby
acknowledge, the parties agree as follows:
1. EMPLOYMENT
The Parent and the Company hereby agree to employ Executive, and Executive, in consideration
of such employment and other consideration set forth herein, hereby accepts employment, upon the
terms and conditions set forth herein.
2. POSITION AND DUTIES
During the term of this Agreement, Executive shall be employed as Senior Vice President and
Chief Financial Officer of the Company and, without additional compensation, the Parent. While
employed hereunder, Executive shall do all things necessary, legal and incident to the above
positions, and otherwise shall perform such executive-level functions, as the Chief Executive
Officer (the “CEO”) of the Parent and the Company, to whom Executive shall report, may establish
from time to time.
3. COMPENSATION
Subject to such modifications as may be contemplated by said exhibit and approved from time to
time by the Parent’s Board of Directors or the Compensation Committee of said board, Executive
shall receive the compensation and benefits listed on the attached Exhibit A. Such compensation and
benefits shall be paid and provided by the Company or the Parent, as the case may be, in accordance
with the Company’s and the Parent’s regular payroll, compensation and benefits policies.
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4. EXPENSES
The Parent or the Company, as the case may be, shall pay or reimburse Executive for all travel
and out-of-pocket expenses reasonably incurred or paid by Executive in connection with the
performance of Executive’s duties as an employee of the Parent and the Company upon compliance with
the Company’s procedures for expense reimbursement, including the presentation of expense
statements or receipts or such other supporting documentation as the Parent or the Company, as the
case may be, may reasonably require.
5. PRIOR EMPLOYMENT; BINDING AGREEMENT
Executive warrants and represents to the Parent and the Company (i) that Executive will take
no action in violation of any employment agreement or arrangement with any prior employer, (ii)
that Executive has disclosed to the Parent and the Company all such prior written agreements, (iii)
that any employment agreement or arrangement with any prior employer is null and void and of no
effect, and (iv) that Executive has the full right and authority to enter into this Agreement and
to perform all of Executive’s obligations hereunder. Executive agrees to indemnify and hold the
Parent and the Company harmless from and against any and all claims, liabilities or expenses
incurred by the Parent or the Company as a result of any claim made by any prior employer arising
out of this Agreement or the employment of Executive by the Parent and the Company. The Parent and
the Company warrant and represent to the Executive that the Parent and the Company, acting by the
officer executing this Agreement on their behalf, has the full right and authority to enter into
this Agreement and to perform all of the Parent’s and the Company’s obligations hereunder.
6. OUTSIDE EMPLOYMENT
Executive shall devote Executive’s full time and attention to the performance of the duties
incident to Executive’s positions with the Parent and the Company and shall not have any other
employment with any other enterprise or substantial responsibility for any enterprise which would
be inconsistent with Executive’s duty to devote Executive’s full time and attention to the Parent’s
and the Company’s matters; provided, however, that, the foregoing shall not prevent Executive from
participation in any charitable or civic organization or from service in a non-executive capacity
on the boards of directors of up to two other companies that does not interfere with Executive’s
performance of the duties and responsibilities to be performed by Executive under this Agreement.
7. CONFIDENTIAL INFORMATION
Executive shall not, during the term of this Agreement or at any time thereafter, disclose, or
cause to be disclosed, in any way Confidential Information, or any part thereof, to any person,
firm, corporation, association, or any other operation or entity, or use Confidential Information
on Executive’s own behalf, for any reason or purpose. Executive further agrees that, during the
term of this Agreement or at any time thereafter, Executive will not distribute, or cause to be
distributed, Confidential Information to any third person or permit the reproduction of
Confidential Information, except on behalf of the Parent or the Company in Executive’s capacity as
an officer or employee of the Parent or the Company. Executive shall take all reasonable care to
avoid unauthorized disclosure or use of Confidential Information. Executive hereby assumes
responsibility for and shall indemnify and hold the Parent and the Company harmless from and
against any disclosure or use of Confidential Information in violation of this Agreement.
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For the purpose of this Agreement, “Confidential Information” shall mean any written or
unwritten information which specifically relates to or is used in the Parent’s or the Company’s
business (including, without limitation, the Parent’s or the Company’s services, processes,
patents, systems, equipment, creations, designs, formats, programming, discoveries, inventions,
improvements, computer programs, data kept on computer, engineering, research, development,
applications, financial information, information regarding services and products in development,
market information including test marketing or localized marketing, other information regarding
processes or plans in development, trade secrets, training manuals, know-how of the Parent or the
Company, and the customers, clients, suppliers and others with whom the Parent or the Company does
or has in the past done business, regardless of when and by whom such information was developed or
acquired), which the Parent or the Company deems confidential and proprietary and which is
generally not known to others outside the Parent or the Company and which gives or tends to give
the Parent or the Company a competitive advantage over persons who do not possess such information
or the secrecy of which is otherwise of value to the Parent or the Company in the conduct of its
business — regardless of when and by whom such information was developed or acquired, and
regardless of whether any such information is described in writing, reduced to practice,
copyrightable or considered copyrightable, patentable or considered patentable. “Confidential
Information” shall not, however, include general industry information or information which is
publicly available or is otherwise in the public domain without breach of this Agreement,
information which Executive has lawfully acquired from a source other than the Parent or the
Company, or information which is required to be disclosed pursuant to any law, regulation, or rule
of any governmental body or authority or court order. Executive acknowledges that Confidential
Information is novel, proprietary to and of considerable value to the Parent and the Company.
Executive agrees that all restrictions contained in this Section 7 are reasonable and valid
under the circumstances and hereby waives all defenses to the strict enforcement thereof by the
Parent or the Company.
Executive agrees that, upon the request of the Parent or the Company, or immediately on
termination of his employment for whatever reason, Executive will immediately deliver up to the
requesting entity all Confidential Information in Executive’s possession or control, and all notes,
records, memoranda, correspondence, files and other papers, and all copies, relating to or
containing Confidential Information. Executive does not have, nor can Executive acquire, any
property or other right in Confidential Information.
8. PROPERTY OF THE PARENT AND THE COMPANY
All ideas, inventions, discoveries, proprietary information, know-how, processes and other
developments and, more specifically, improvements to existing inventions, conceived by Executive,
alone or with others, during the term of Executive’s employment, whether or not during working
hours and whether or not while working on a specific project, that are within the scope of the
Parent’s or the Company’s business operations or that relate to any work or projects of the Parent
or the Company, are and shall remain the exclusive property of the Parent and the Company.
Inventions, improvements and discoveries relating to the business of the Parent or the Company
conceived or made by Executive, either alone or with others, while an officer or employee of the
Parent or the Company are conclusively and irrefutably presumed to have been made during the period
of employment and are the sole property of the Parent and the Company. The Executive shall promptly
disclose in writing any such matters to the Parent and the Company but to no other person without
the consent of the Parent or the Company, as the case may be. Executive hereby assigns and agrees
to assign all right, title, and interest in and to such matters to the Parent or the Company, as
the case may be. Executive will, upon request of the Parent or the Company, execute such
assignments or other
instruments and assist the Parent and the Company in obtaining, at the Parent’s or the
Company’s, as the case may be, sole expense, any patents, trademarks or similar protection, if
available, in the name of the Parent or the Company, as the case may be.
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9. NON-COMPETITION AGREEMENT
(a) During the term of Executive’s employment, whether under this Agreement or at will, and
for a period of two years after the termination date of Executive’s employment (whether such
termination be with or without cause), Executive agrees, provided he has received all the
compensation specified in Sections 11 and 13 hereof to be received by him coincident with such
termination, that he will not directly or indirectly, whether as an employee, agent, consultant,
director, officer, investor, partner, shareholder, proprietor, lender or otherwise own, operate or
otherwise work for or participate in any competitive business (including the pertinent division or
subsidiary of any multi-sector business), anywhere in the world, which designs, develops,
manufactures or markets any product or service that in any way competes with the Parent’s or the
Company’s business, products or services as conducted, or planned to be conducted, on the date of
termination (a “Competitive Business”), provided that the foregoing shall not prohibit Executive
from owning not more than 5% of the outstanding stock of a corporation subject to the reporting
requirements of the Securities Exchange Act of 1934.
(b) During the term of Executive’s employment and for a period ending two years from the
termination of Executive’s employment with the Parent or the Company, as the case may be, whether
by reason of the expiration of the term of this Agreement, resignation, discharge by the Parent and
the Company or otherwise, Executive hereby agrees that Executive will not, directly or indirectly:
(i) solicit, otherwise attempt to employ or contract with any current or future employee of
the Parent or the Company for employment or otherwise in any Competitive Business or otherwise
offer any inducement to any current or future employee of the Parent or the Company to leave the
Parent’s or the Company’s employ; or
(ii) contact or solicit any customer or client of the Parent or the Company (an “Existing
Customer”), contact or solicit any individual or business entity with whom the Parent or the
Company has directly communicated for the purpose of rendering services prior to the effective date
of such termination (a “Potential Customer”), or otherwise provide any other products or services
for any Existing Customer or Potential Customer of the Parent or the Company, on behalf of a
Competitive Business or in a manner that is competitive to the Parent’s or the Company’s business;
or
(iii) Use or divulge to anyone any information about the identity of the Parent’s or the
Company’s customers or suppliers (including, without limitation, mental or written customer lists
and customer prospect lists), or information about customer requirements, transactions, work
orders, pricing policies, plans, or any other Confidential Information.
(c) For the purpose of this Agreement, Competitive Business shall mean any business operation
(including a sole proprietorship) anywhere in the world which designs, develops, manufactures or
markets any product or service that in any way competes with the Parent’s or the Company’s
healthcare document management software and document workflow software business, products or
services as conducted, or contemplated to be conducted, on the
date of termination.
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10. TERM
Unless earlier terminated pursuant to Section 11 hereof, the term of this Agreement (the
“Term”) shall be for the time period beginning on the date hereof and continuing through the first
anniversary of the Effective Date (the “Expiration Date”). On the Expiration Date, and on each
annual Expiration Date thereafter (each such date being hereinafter referred to as the “Renewal
Date”), absent notice to the contrary from either party hereto to the other received at least 60
days prior to commencement of the Renewal Term, the term of employment hereunder shall
automatically renew for an additional one-year period. Unless waived in writing by the Company, the
requirements of Sections 7 (Confidential Information), 8 (Property of the Parent and the Company)
and 9 (Non-Competition Agreement) shall survive the expiration or termination of this Agreement for
any reason.
Notwithstanding the designation of a term for Executive’s employment hereunder, Executive
acknowledges that his employment with the Parent and the Company will be on an at will basis with
Executive, on the one hand, and the Parent and the Company, on the other hand, retaining the right
to terminate the employment relationship at any time and for any reason, without liability for the
termination, except as expressly provided in this Agreement.
11. TERMINATION
(a) Death. This Agreement and Executive’s employment hereunder shall be terminated on the
death of Executive, effective as of the date of Executive’s death.
(b) Continued Disability. This Agreement and Executive’s employment hereunder may be
terminated, at the option of the Parent and the Company, upon a Continued Disability of Executive,
effective as of the date of the determination of Continued Disability as that term is hereinafter
defined. For the purposes of this Agreement, “Continued Disability” shall be defined as the
inability or incapacity (either mental or physical) of Executive to continue to perform Executive’s
duties hereunder for a continuous period of one hundred twenty (120) working days, or if, during
any calendar year of the Term hereof because of disability, Executive shall have been unable to
perform Executive’s duties hereunder for a total period of one hundred eighty (180) working days
regardless of whether or not such days are consecutive. The determination as to whether Executive
is unable to perform the essential functions of Executive’s job shall be made by the CEO in his
reasonable discretion; provided, however, that if Executive is not satisfied with the decision of
the CEO, Executive will submit to examination by three competent physicians who practice in the
metropolitan area in which the Company then maintains its principal office, one of whom shall be
selected by the Company, another of whom shall be selected by Executive, with the third to be
selected by the physicians so selected. The determination of a majority of the physicians so
selected shall supersede the determination of the Board and shall be final and conclusive.
(c) Termination For Good Cause. Notwithstanding any other provision of this Agreement, the
Parent and the Company may at any time immediately terminate this Agreement and Executive’s
employment hereunder for Good Cause. For this purpose, “Good Cause” shall include the following:
the current use of illegal drugs; conviction of any crime which involves moral turpitude, fraud or
misrepresentation; commission of any act which would constitute a felony and which adversely
impacts the business or reputation of
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the
Company; fraud; misappropriation or embezzlement of Parent or Company funds or property; willful misconduct or
grossly negligent or reckless conduct which is materially injurious to the reputation, business or
business relationships of the Parent or the Company; material violation or default on any of the
provisions of this Agreement; or material and continuous failure to meet reasonable performance
criteria or reasonable standards of conduct as established from time to time by the CEO, which
failure continues for at least 30 days after written notice from the Parent or the Company to
Executive. Any alleged cause for termination shall be delivered in writing to Executive stating the
full basis for such cause along with any notice of such termination.
(d) Termination Without Good Cause. The Parent and the Company may terminate Executive’s
employment and all other positions prior to the Expiration Date at any time, whether or not for
Good Cause (as “Good Cause” is defined in Section 11(c) above). In the event the Company terminates
Executive prior to the Expiration Date, for reasons other than Good Cause, Executive’s Death, or
Executive’s Disability, the Company will pay Executive a lump sum amount equal to 50% of
Executive’s annual base salary as in effect as of the date of such separation from employment, plus
an amount equal to 50% of the higher of the bonus paid to Executive during that prior fiscal year
or earned in the then current fiscal year to date (provided that if Executive is terminated without
Good Cause during the first twelve months of employment with the Company, the commission component
of the separation payment will be equal to 50% of the target bonus specified in Exhibit A for the
period), which shall be paid as soon as practicable following Executive’s execution (and
non-revocation) of a form of general release of claims as is acceptable to the Board. In any
event, the Parent and the Company shall provide such form of release to Executive in a timely
manner so that after the longest available review and revocation period, the lump sum severance
shall be paid no later than the 90th day following Executive’s separation from service.
12. ADVICE TO PROSPECTIVE EMPLOYERS
If Executive seeks or is offered employment by any other company, firm or person, he will
notify the prospective employer of the existence and terms of the confidentiality and
non-competition agreements set forth in Sections 7 and 9, respectively, of this Agreement.
13. CHANGE IN CONTROL; ACCELERATED VESTING SCHEDULES
(a) In the event that, within twelve months of a change in control of the Parent, Executive’s
employment by the Company is terminated prior to the end of the then current Term, or Executive
terminates his employment due to a material reduction in his duties or compensation (“Good
Reason”), all stock options and restricted stock granted to Executive shall immediately vest in
full, and the Company shall pay Executive a lump sum amount in accordance with Section 11(d) above.
In the event Executive seeks to terminate his employment for Good Reason, such termination shall
not be treated for purposes of this Section 13 as a resignation for Good Reason unless Executive
provides the Company with notice of the existence of the condition claimed to constitute Good
Reason within 30 days of the initial existence of such condition and the Company fails to remedy
such condition within 30 days following the Company’s receipt of such notice.
(b) For purposes of this Agreement, “change in control” means any of the following events:
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(i) A change in control of the direction and administration of the Parent’s business of a
nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”), as in
effect on the date hereof and any successor provision of the regulations under the 1934 Act,
whether or not the Parent is then subject to such reporting requirements; or
(ii) Any “person” (as such term is used in section 13(d) and section 14(d)(2) of the 1934 Act
but excluding any employee benefit plan of the Parent) is or becomes the “beneficial owner” (as
defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of the Parent
representing more than one half of the combined voting power of the Parent’s outstanding securities
then entitled to vote for the election of directors; or
(iii) The Parent shall sell all or substantially all of the assets of the Parent; or
(iv) The Parent shall participate in a merger, reorganization, consolidation or similar
business combination that constitutes a change in control as defined in the Parent’s 2005 Incentive
Compensation Plan or results in the occurrence of any event described in Sections 13(b) (i), (ii)
or (iii) above.
(c) Notwithstanding anything to the contrary contained in this Agreement, in the event any
amounts payable hereunder would be considered to be excess parachute payments for purposes of the
amount payable following the occurrence of a “Change of Control” that is treated as a “change in
the ownership or effective control” of the Parent or “in the ownership of a substantial portion of
the assets” of the Parent for purposes of Sections 280G and 4999 of the Internal Revenue Code of
1986, as amended (the “Code”), those payments that are treated for purposes of Code Section 280G as
being contingent on a “change in the ownership or effective control” (as that phrase is used for
purposes of Code Section 280G) of the Parent shall be reduced, if and to the extent necessary, so
that no payments under this Agreement are treated as excess parachute payments.
14. ACKNOWLEDGEMENTS
The Parent, the Company and Executive each hereby acknowledge and agree as follows:
(a) The covenants, restrictions, agreements and obligations set forth herein are founded upon
valuable consideration, and, with respect to the covenants, restrictions, agreements and
obligations set forth in Sections 7, 8 and 9 hereof, are reasonable in duration and geographic
scope;
(b) In the event of a breach or threatened breach by Executive of any of the covenants,
restrictions, agreements and obligations set forth in Section 7, 8 or 9 hereof, monetary damages or
the other remedies at law that may be available to the Parent or the Company for such breach or
threatened breach will be inadequate and, without prejudice to the Parent’s or the Company’s right
to pursue any other remedies at law or in equity available to it for such breach or threatened
breach, including, without limitation, the recovery of damages from Executive, the Parent or the
Company will be entitled to injunctive relief from a court of competent jurisdiction; and
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(c) The time period and geographical area set forth in Section 9 hereof are each divisible and
separable, and, in the event that the covenants not to compete contained therein are judicially
held invalid or unenforceable as to such time period or geographical area, they will be valid and
enforceable in such geographical area(s) and for such time period(s) which the court determines to
be reasonable and enforceable. Executive agrees that in the event any court of competent
jurisdiction determines that the above covenants are invalid or unenforceable to join with the
Parent and the Company in requesting that court to construe the applicable provision by limiting or
reducing it so as to be enforceable to the extent compatible with the then applicable law.
Furthermore, any period of restriction or covenant herein stated shall not include any period of
violation or period of time required for litigation to enforce such restriction or covenant.
15. NOTICES
Any notice or communication required or permitted hereunder shall be given in writing and
shall be sufficiently given if delivered personally or sent by telecopy to such party addressed as
follows:
(a) In the case of the Parent or the Company, if addressed to it as follows:
Streamline Health Solutions, Inc.
00000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxx 00000-0000
Attn: Chief Financial Officer
00000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxx 00000-0000
Attn: Chief Financial Officer
(b) In the case of Executive, if addressed to Executive at the most recent address on file
with the Company.
Any such notice delivered personally or by telecopy shall be deemed to have been received on
the date of such delivery. Any address for the giving of notice hereunder may be changed by notice
in writing.
16. ASSIGNMENT, SUCCESSORS AND ASSIGNS
This Agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective legal representatives, successors and assigns. The Parent and the Company may assign or
otherwise transfer its rights under this Agreement to any successor or affiliated business or
corporation (whether by sale of stock, merger, consolidation, sale of assets or otherwise), but
this Agreement may not be assigned, nor may the duties hereunder be delegated by Executive. In the
event that the Parent and the Company assign or otherwise transfer their rights under this
Agreement to any successor or affiliated business or corporation (whether by sale of stock, merger,
consolidation, sale of assets or otherwise), for all purposes of this Agreement, the “Parent” and
the “Company” shall then be deemed to include the successor or affiliated business or corporation
to which the Parent and the Company, respectively, assigned or otherwise transferred their rights
hereunder.
17. MODIFICATION
This Agreement may not be released, discharged, abandoned, changed, or modified in any manner,
except by an instrument in writing signed by each of the parties hereto.
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18. SEVERABILITY
The invalidity or unenforceability of any particular provision of this Agreement shall not
affect any other provisions hereof and the parties shall use their best efforts to substitute a
valid, legal and enforceable provision, which, insofar as practical, implements the purpose of this
Agreement. Any failure to enforce any provision of this Agreement shall not constitute a waiver
thereof or of any other provision hereof.
19. COUNTERPARTS
This Agreement may be signed in counterparts (and delivered via facsimile transmission), and
each of such counterparts shall constitute an original document and such counterparts, taken
together, shall constitute one and the same instrument.
20. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties with respect to the
subject matter of this Agreement and supersedes all prior and contemporaneous agreements,
understandings, and negotiations, whether written or oral, with respect to such subject matter.
21. DISPUTE RESOLUTION
Except as set forth in Section 14 above, any and all disputes arising out of or in connection
with the execution, interpretation, performance, or non-performance of this Agreement or any
agreement or other instrument between, involving or affecting the parties (including the validity,
scope and enforceability of this arbitration clause), shall be submitted to and resolved by
arbitration. The arbitration shall be conducted pursuant to the terms of the Federal Arbitration
Act and the Employment Arbitration Rules and Mediation Procedures of the American Arbitration
Association. Either party may notify the other party at any time of the existence of an arbitrable
controversy by certified mail and the parties shall attempt in good faith to resolve their
differences within 15 days after the receipt of such notice. If the dispute cannot be resolved
within the 15-day period, either party may file a written demand for arbitration with the American
Arbitration Association. The place of arbitration shall be Cincinnati, Ohio.
22. SECTION 409A
If Executive is a “specified employee” under Section 409A of the Code, amounts that are
deferred compensation are not payable to the Executive until six months after his date of
termination. If Section 409A applies, then notwithstanding the preceding sentence and as an
exception to the six-month delay otherwise required by Section 409A of the Code, amounts due under
Section 11(d) will be payable in regular installments in accordance with the Parent’s and the
Company’s general payroll practices for salaried employees until the March 15th of the year
following the year of termination with the regular installment payment that immediately precedes
March 15 to include any installment amounts that would otherwise be delayed because of the
six-month delay. After the expiration of the six-month delay period following the date of
termination, any and all remaining amounts due to Executive will then be paid to Executive in a
lump sum.
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If Executive’s termination of employment occurs on or prior to March 15th of the year
following the year of the change in control, the lump sum due to Executive pursuant to Section 13
will be paid immediately (but not later than the applicable March 15th) following the date of
termination. But if Executive is a “specified employee” under Section 409A of the Code and
Executive’s termination of employment occurs later than March 15th of the year following the year
of the change in control, the lump sum will be immediately payable after the expiration of six
months after the date of such termination of employment.
If any tax is imposed on Executive under Section 409A of the Code with respect to any payment
made by the Company to Executive pursuant to Section 11(d) or Section 13 hereof, Executive will be
responsible for payment of such tax, penalty, interest and any related audit costs incurred by
Executive.
23. GOVERNING LAW
The provisions of this Agreement shall be governed by and interpreted in accordance with the
laws of the State of Ohio and the laws of the United States applicable therein. The Executive
acknowledges and agrees that Executive is subject to personal jurisdiction in the state and federal
courts in Xxxxxxxx County, Ohio.
[Signatures on next page.]
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IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date
first above written.
| STREAMLINE HEALTH SOLUTIONS, INC. |
||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Xxxxxx X. Xxxxxx | ||||
| President and Chief Executive Officer | ||||
| STREAMLINE HEALTH, INC. |
||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Xxxxxx X. Xxxxxx | ||||
| President and Chief Executive Officer | ||||
| EXECUTIVE |
||||
| /s/ Xxxxxxx X. Xxxxxxx | ||||
| Xxxxxxx X. Xxxxxxx | ||||
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EXHIBIT A — COMPENSATION AND BENEFITS
| 1. | Start Date. Executive’s start date shall be April 29, 2011. |
|
| 2. | Base Salary. Base Salary shall be paid at an annualized rate of $180,000, which shall be
subject to periodic review and adjustment by the Compensation Committee of the Board of
Directors of the Parent (the “Committee”). |
|
| 3. | Bonus. Target bonus and target goals shall be set by the Chief Executive Officer of the
Parent (the “CEO”) annually, subject to approval by the Committee. Initial target (for FY
2012 commencing 2/1/11) will be $45,000. Bonus shall, if payable, be paid no later than
during the second quarter of the fiscal year following the fiscal year for which such bonus is
earned, unless otherwise provided in written action taken by the CEO. |
|
| 4. | Benefits. Executive shall participate in the Parent’s benefit plans on the same terms and
conditions as provided for other Parent executives, and subject to all terms and conditions of such
plans. |
|
| 5. | Stock Grant. As of the start date hereinabove specified (or as soon thereafter as Executive
commences his employment hereunder), Executive shall be issued 10,000 newly issued shares of
common stock of the Parent for $100 in cash (i.e., par value) as an inducement to Executive to
enter into this Agreement. Such shares shall be “restricted” securities within the meaning of
Rule 144 promulgated under the Securities Act of 1933 and shall not otherwise be restricted. |
|
| 6. | Stock Option Grants. A grant of incentive stock options, for 100,000 shares of common stock,
shall be made as of the start date hereinabove specified (or as soon thereafter as Executive
commences his employment hereunder), with an option exercise price equal to the greater of
$2.00 per share or the fair market value of a share, determined as of the date of grant, and
subject to vesting in 36 substantially equal monthly installments during the first three years
of employment. The stock options will be granted under an inducement grant with terms as
nearly as practicable identical to the terms and conditions of the Parent’s 2005 Incentive
Compensation Plan. |
