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EXHIBIT 99(c)(21)
NON-SOLICITATION AGREEMENT
THIS NON-SOLICITATION AGREEMENT ("Agreement") is made and entered
into among Science Applications International Corporation ("SAIC") and Xxxx
Xxxxxx ("Employee").
1. EFFECTIVE DATE. This Agreement shall be effective as of the closing
date pursuant to that certain Agreement and Plan of Merger dated February 21,
1999, among SAIC, Oscar Acquisition Corporation, and Oacis Healthcare Systems
("Oacis").
2. CONSIDERATION. In consideration, in part, of the covenants of
Employee set forth in Section 3 below, SAIC shall provide to Employee the
special retention package described in that certain letter dated February 19,
1999.
3. NON-SOLICITATION COVENANT. Throughout the period beginning on the
Effective Date and continuing for a period of one (1) year from the date
Employee, for whatever reason, ceases to be employed by Oacis, SAIC or any other
affiliate or subsidiary of SAIC , Employee, without SAIC's prior written
consent, shall not, directly or indirectly, whether as an employee, consultant,
independent contractor, partner, joint venturer or otherwise, (i) solicit or
induce, or in any manner attempt to solicit or induce, any person employed by,
or as agent of, Oacis, SAIC or any other affiliate or subsidiary of SAIC to
terminate such person's employment or agency, as the case may be, therewith or
(ii) divert, or attempt to divert, any person, concern, or entity from doing
business with Oacis, SAIC or any other affiliate or subsidiary of SAIC, nor will
Employee attempt to induce any such person, concern or entity to cease being a
customer or supplier of Oacis, SAIC or any other affiliate or subsidiary of
SAIC.
4. EXTENSION OF EXISTING EMPLOYEE CONFIDENTIALITY AND PROPRIETARY
INFORMATION AGREEMENT. Employee agrees that the term "Company" as set forth in
that certain Employee Confidentiality and Proprietary Information Agreement
between Oacis and Employee shall be deemed to include SAIC and its other
affiliates and subsidiaries.
5. SEVERABLE PROMISES. This Agreement shall be enforced to the fullest
extent permissible under the law applicable. If any particular provisions or
portion of this Agreement shall be adjudicated to be invalid or unenforceable by
a court of competent jurisdiction, this Agreement shall be deemed amended to
delete therefrom such provision or portion adjudicated to be invalid or
unenforceable, such amendment to apply only with respect to the operation of
this paragraph in the particular jurisdiction in which such adjudication is
made.
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6. MISCELLANEOUS.
(a) GOVERNING LAW. Except as expressly set forth in Section 5,
questions concerning the validity and operation of this Agreement and the
performance of the obligations imposed upon the parties hereunder shall be
governed by the laws of the State of California.
(b) CUMULATIVE REMEDIES; NO WAIVER. Each and all of the several
rights and remedies provided in this Agreement, or by law or in equity, shall be
cumulative, and no one of them shall be exclusive of any other right or remedy,
and the exercise of any one of such rights or remedies shall not be deemed a
waiver or, or an election to exercise, any other such right or remedy. No waiver
of any term or condition of this Agreement shall be construed as a waiver of any
other term or condition.
(c) ATTORNEYS' FEES. In the event of any action or proceeding
relating to this Agreement, the prevailing party shall be entitled to reasonable
attorneys' fees.
(d) COUNTERPARTS. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
(e) AMENDMENT AND MODIFICATIONS. Subject to applicable law, this
Agreement may be amended, modified and supplemented only by written agreement
among the parties hereto which states that it is intended to be a modification
of this Agreement.
(f) ASSIGNMENT. This Agreement shall be binding upon and shall
inure to the benefit of any successor or assignee of Oacis.
Dated: February 19, 1999
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"SAIC" SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION
By: /s/ Xxxxx X. Xxxxxx
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"EMPLOYEE" /s/ Xxxx Xxxxxx
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