AGREEMENT
AGREEMENT effective as of June 1, 1998 by and between Sandata, Inc., a
Delaware corporation ("Sandata"), and National Medical Health Card Systems,
Inc., a New York corporation ("Health Card").
WHEREAS, Sandata and Health Card entered into an oral agreement (the
"Program Support Agreement") on or about March 1, 1994 pursuant to which Sandata
would provide certain data processing services to Health Card;
WHEREAS, in order to perform its obligations under the Program Support
Agreement, Sandata had hired several full-time employees (the "Programmers")
specializing in computer programming;
WHEREAS, the parties have determined that all of their obligations to each
other under the Program Support Agreement have been completed and, as a
consequence, Sandata no longer has a need to continue the employment of the
Programmers;
WHEREAS, Health Card has advised Sandata that Health Card would like to
take over all maintenance and support services with respect to the programs
previously developed and maintained by Sandata pursuant to the Program Support
Agreement and, in that regard, Health Card desires to hire the Programmers;
WHEREAS, the Programmers are each subject to certain Employee Covenants
entered into by them with Sandata which, among other things, restrict the
Programmers' ability to compete with Sandata;
WHEREAS, Health Card desires Sandata (i) to permit the Programmers to be
employed by Health Card; and (ii) in connection therewith, to assign to Health
Card its rights under the Employee Covenants; and
WHEREAS, Sandata is willing to permit Health Card to employ the Programmers
and to assign to Health Card its rights under the Employee Covenants in
accordance with the terms of this Agreement.
NOW, THEREFORE, IT IS AGREED:
1. Concurrently with the execution hereof, Health Card is paying to Sandata
two hundred thousand and 00/100 ($200,000) dollars in consideration of Sandata
(a) assigning to Health Card all of its rights to enforce the Employee Covenants
against the Programmers or to bring any claim against Health Card arising out of
or relating to Health Card's employment of the Programmers, whether based in
contract, tort or otherwise; and (b) consenting to the employment by Health Card
of the Programmers, whether in connection with the development and maintenance
of software previously developed and/or maintained by Sandata or otherwise.
2. Sandata hereby consents to the employment by Health Card of each of the
Programmers, whether in connection with the development and maintenance of
software previously developed and/or maintained by Sandata or otherwise.
3. Sandata hereby waives any and all rights and claims it may have against
Health Card arising from or relating to any breach or alleged breach by any such
Programmer of the Employee Covenants, whether such right or claim is based in
contract, tort or otherwise.
4. Health Card acknowledges and agrees that (a) nothing contained herein
shall impose on Sandata any obligation with respect to the Programmers for any
period after May 31, 1998; and (b) as between Sandata and Health Card, Health
Card is solely responsible for all
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claims of the Programmers for salaries, benefits, consulting fees or otherwise
as employees of or consultants (or in any other capacity) to Health Card for all
periods after May 31, 1998.
5. Sandata acknowledges and agrees that (a) nothing contained herein shall
impose on Health Card any obligation with respect to the Programmers for any
period on or before May 31, 1998; and (b) as between Health Card and Sandata,
Sandata is solely responsible for all claims of the Programmers for salaries,
benefits, consulting fees or otherwise as employees of or consultants (or in any
other capacity) to Sandata for all periods on or before May 31, 1998.
6. This Agreement shall be governed by the law of the State of New York
without regard to any principles of conflicts of laws.
7. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective legal representatives, heirs, distributees,
successors and permitted assigns. Nothing in this Agreement, express or implied,
is intended to confer upon any person not a party hereto, any rights, remedies,
obligations or liabilities under or by reason of this Agreement.
8. This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements and arrangements with respect to such subject matter.
This Agreement may not be modified, amended or terminated orally but only by a
writing signed by both parties hereto.
9. Each of the parties hereto agrees to execute and deliver such other
agreements, instruments, certificates or documents which may be reasonably
required to effectuate the transactions contemplated hereby.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed effective as of the date birth set forth above.
SANDATA, INC.
By: XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx, President
NATIONAL MEDICAL HEALTH CARD
SYSTEMS, INC.
By: XXXXX XXXXXXX
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Xxxxx Xxxxxxx, President
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