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EXHIBIT 10.8(A)
EMPLOYMENT AGREEMENT
This is an Employment Agreement entered into between PracticeWorks,
Inc., a Delaware corporation, or "PracticeWorks", and Xxxxxxx X. Xxxxxxx, or
"Executive", the terms and conditions of which are as follows:
SS. 1. TERM OF EMPLOYMENT
Subject to the terms and conditions set forth in this Employment
Agreement, PracticeWorks agrees to employ Executive and Executive agrees to be
employed by PracticeWorks for an initial term of three years, starting on March
6, 2001 and ending on the third anniversary of such date; provided, however,
this initial three year term automatically shall extend for one additional year
on such third anniversary date and on each subsequent anniversary of such date
unless PracticeWorks or Executive notifies the other pursuant to ss. 6(a) that
no such extension will be effected at least six months before such anniversary
date. The date described in this ss. 1 on which Executive starts his employment
with PracticeWorks shall be referred to in this Employment Agreement as the
"Starting Date". The employment term described in this ss. 1 shall be referred
to in this Employment Agreement as the "Term".
SS. 2. POSITION AND DUTIES AND RESPONSIBILITIES
(a) Position. Executive shall be the Chairman of the Board of
Directors of PracticeWorks.
(b) Duties and Responsibilities. Executive's duties and
responsibilities shall be those normally associated with Executive's position as
a chairman of a board of directors plus any additional duties and
responsibilities that PracticeWorks' Board of Directors from time to time may
assign orally or in writing to Executive. Executive shall report to
PracticeWorks' Board of Directors and shall have such powers as may be delegated
to him by such board. Executive shall undertake to perform all Executive's
duties and responsibilities for PracticeWorks in good faith and on a full-time
basis and shall at all times act in the course of Executive's employment under
this Employment Agreement in the best interest of PracticeWorks.
SS. 3. COMPENSATION AND BENEFITS
(a) Base Salary. Executive's initial base salary shall be
$350,000.00 per year, which base salary shall be payable in accordance with
PracticeWorks' standard payroll practices and policies for senior executives and
shall be subject to such withholdings as required by law or as otherwise
permissible under such practices or policies. Executive's base salary shall be
subject to periodic adjustments as determined by the Compensation Committee of
PracticeWorks' Board of Directors.
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(b) Bonus and Other Incentive Compensation. Executive during the
Term shall be eligible to receive an annual bonus and other incentive
compensation pursuant to such annual bonus and other incentive compensation
programs as the Compensation Committee of PracticeWorks' Board of Directors
shall make available to Executive.
(c) Employee Benefit Plans. Executive shall be eligible to
participate in the employee benefit plans, programs and policies maintained by
PracticeWorks for similarly situated executives in accordance with the terms and
conditions to participate in such plans, programs and policies as in effect from
time to time.
(d) Option Grants.
(1) All options to purchase shares of the common stock of
PracticeWorks ("PracticeWorks Stock") that PracticeWorks grants to
Executive after his Starting Date shall vest over a 36 month period,
33-1/3% each year, in 12 equal quarterly installments of 8-1/3% each
quarter commencing on the three month anniversary after the option
grant.
(2) During the term of this Employment Agreement,
PracticeWorks shall, no less frequently than semi-annually, grant to
Executive additional options to purchase PracticeWorks Stock or issue
to Executive additional PracticeWorks Stock such that, when taken
together with all other shares of PracticeWorks Stock then held by
Executive or subject to issuance under other options then held by
Executive, Executive owns or has the right to purchase a number of
shares of PracticeWorks Stock which is not less than the percentage of
Executive's number of then outstanding shares of PracticeWorks Stock
(on an as converted basis). Any options granted to the Executive
pursuant to this paragraph shall have an exercise price no greater than
the fair market value per share of PracticeWorks Stock on the date of
the grant.
(3) All options to purchase PracticeWorks stock that
PracticeWorks grants to Executive after his Starting Date shall expire
no sooner than 10 years after the date that PracticeWorks grants an
option to Executive, provided that PracticeWorks does not terminate
Executive's employment for Cause (as defined in ss. 4(c) below).
(e) Vacation. Executive shall accrue six weeks of vacation during
each successive one year period in the Term, which vacation time shall be taken
at such time or times in each such one year period so as not to materially and
adversely interfere with the business of PracticeWorks. Executive shall have the
right to carryover unused vacation from any such one year period to any other
such one year period or to receive additional compensation in lieu of taking
Executive's vacation time.
(f) Automobile. PracticeWorks shall make available to Executive a
car (which is at least comparable to the car InfoCure Corporation has made
available to Executive immediately before the beginnings of the Term) while
Executive is employed by PracticeWorks. Executive shall be responsible for the
reasonable and proper operation
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of such car and shall return such car in good condition, subject only to normal
wear and tear. PracticeWorks shall maintain insurance on such car in accordance
with PracticeWorks' policy for company-owned cars and shall be responsible for
normal maintenance on such car. PracticeWorks shall replace such car with a
comparable car at Executive's request at the expiration of the car lease in
effect on the date this Employment Agreement was executed. Executive shall
maintain such records as PracticeWorks shall request to show is business and
personal use for such car.
(g) Business Expenses. PracticeWorks shall provide Executive a
business expense allowance of $500.00 per month to use as Executive sees fit.
Executive in addition shall have a right to be reimbursed for Executive's
reasonable and appropriate business expenses which Executive actually incurs in
connection with the performance of Executive's duties and responsibilities under
this Employment Agreement in accordance with PracticeWorks' expense
reimbursement policies and procedures for its senior executives.
(h) Atlanta, Georgia Corporate Apartment. PracticeWorks shall
provide Executive a corporate apartment in the Atlanta, Georgia metropolitan
area which apartment shall include phone, utilities and other basic amenities.
PracticeWorks shall pay for such corporate apartment a reasonable amount per
month which shall be approved by the Chief Executive Officer of PracticeWorks.
PracticeWorks shall assume all obligations related to security deposits and
routine maintenance of such corporate apartment during the Term.
(i) New York Office. PracticeWorks shall provide Executive with
office space, support staff and equipment necessary to perform the duties and
responsibilities associated with his employment by PracticeWorks. Such office
space, support staff and facilities shall be comparable to that provided to
Executive on the Starting Date. The obligation of PracticeWorks to provide such
office space, support staff and facilities shall terminate with Executive's
termination of employment.
SS. 4. TERMINATION OF EMPLOYMENT
(a) Termination By PracticeWorks Other Than For Cause Or
Disability Or By Executive For Good Reason.
(1) PracticeWorks shall have the right to terminate
Executive's employment at any time, and Executive shall have the right
to resign at any time. However, a notice under ss. 1 that no extension
of Executive's Term will be effected shall not constitute a termination
of Executive's employment by PracticeWorks or a resignation by
Executive. If either PracticeWorks or Executive elects to give such
notice, PracticeWorks' only obligation to Executive under this
Employment Agreement after the expiration of the Term shall be to pay
Executive's earned but unpaid salary then in effect under ss. 3(a), if
any, until the date the Term expired.
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(2) If PracticeWorks terminates Executive's employment
other than for Cause or Disability or Executive resigns for Good
Reason, PracticeWorks shall (in lieu of any other severance benefits
under any of PracticeWorks' employee benefit plans, programs or
policies) pay Executive an amount in a lump sum equal to three times
Executive's base salary as in effect under ss. 3(a) either immediately
before Executive's termination of employment or on the first day of the
Term, whichever is greater. Such payment shall be made within five
business days after the date Executive's employment is terminated.
Executive waives Executive's rights, if any, to have such payment taken
into account in computing any other benefits payable to, or on behalf
of, Executive by PracticeWorks.
(b) Termination By PracticeWorks For Cause or By Executive Other
Than For Good Reason.
(1) PracticeWorks shall have the right to terminate
Executive's employment at any time for Cause, and Executive shall have
the right to resign at any time other than for Good Reason.
(2) If PracticeWorks terminates Executive's employment
for Cause or Executive resigns other than for Good Reason,
PracticeWorks only obligation to Executive under this Employment
Agreement shall be to pay Executive's earned but unpaid base salary
then in effect under ss. 3(a), if any, up to the date Executive's
employment terminates. Furthermore, if terminated for Cause, Executive
shall forfeit Executive's right to exercise any outstanding options to
purchase common stock of PracticeWorks no later than thirty days after
the date Executive's employment so terminates.
(c) Cause. The term "Cause" as used in this Employment Agreement
means
(1) Executive has engaged in conduct which in the
judgment of PracticeWorks' Board of Directors constitutes gross
negligence, gross misconduct or gross neglect in the performance of
Executive's duties and responsibilities under this Employment
Agreement, including conduct resulting or intending to result directly
or indirectly in gain or personal enrichment for Executive at
PracticeWorks' expense;
(2) Executive has been convicted of a felony for fraud,
embezzlement or theft; or
(3) Executive has engaged in a breach of any provision of
this Employment Agreement which Executive has failed to cure within
thirty days after Executive has notice of such breach from
PracticeWorks' Board of Directors; provided, however,
(4) No "Cause" shall exist under this Employment
Agreement unless (i) Executive has been provided a detailed, written
statement of the basis for PracticeWorks' belief that "Cause" exists
and an opportunity to meet with
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PracticeWorks' Board of Directors (together with Executive's counsel
(if Executive chooses to have Executive's counsel present at such
meeting)) after Executive has had a reasonable period in which to
review such statement and (ii) PracticeWorks' Board of Directors
determines (after such meeting, if Executive meets with PracticeWorks'
Board of Directors) reasonably and in good faith and by the affirmative
vote of not less than a members of PracticeWorks' Board
of Directors then in office at a meeting called and held for such
purpose that "Cause" does exist under this Employment Agreement.
(d) Good Reason. The term "Good Reason" means
(1) Any material reduction in Executive's base salary;
(2) A material reduction in Executive's job functions,
duties or responsibilities, or a similar change in Executive's
reporting relationships;
(3) A relocation of Executive's primary work site more
than one hundred miles from Executive's current primary work site
absent Executive's consent; or
(4) Any material breach of any of the terms of this
Employment Agreement by PracticeWorks; provided, however,
(5) No Good Reason shall exist unless (i) Executive gives
PracticeWorks a detailed, written statement of the basis for
Executive's belief that Good Reason exists and gives PracticeWorks a
fifteen day period after the delivery of such statement to cure the
basis for such belief and (ii) Executive actually submits Executive's
resignation to PracticeWorks' Board of Directors during the sixty day
period which begins immediately after the end of such fifteen day
period if Executive reasonably and in good faith determines that Good
Reason continues to exist after the end of such fifteen day period.
(e) Termination for Disability or Death.
(1) PracticeWorks shall have the right to terminate
Executive's employment on or after the date Executive has a Disability,
and Executive's employment shall terminate at Executive's death.
(2) If Executive's employment terminates under this ss.
4(e), PracticeWorks' only obligation under this Employment Agreement
shall be to pay Executive or, if Executive dies, Executive's estate any
earned but unpaid base salary then in effect under ss. 3(a) through the
date Executive's employment terminates.
The term "Disability" as used in this Employment Agreement means the
suffering by Executive for at least a 180 consecutive day period of a physical
or mental condition resulting from bodily injury, disease, or mental disorder
which renders Executive incapable of continuing even with reasonable
accommodation to perform the essential
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functions of Executive's job. PracticeWorks' Board of Directors shall determine
whether Executive has a Disability. If Executive disputes such determination,
the issue shall be submitted to a panel consisting of three physicians who
specialize in the physical or mental condition from which Executive suffers, one
appointed and paid by PracticeWorks, one appointed and paid by Executive and the
third appointed by these two physicians and paid one-half by PracticeWorks and
one-half by Executive. The determination as to whether Executive has a
Disability shall be made by such panel and shall be binding on PracticeWorks and
on Executive.
(f) Change in Control. If there is a "Change in Control",
Executive's right to exercise all outstanding stock options which have been
granted to Executive by PracticeWorks shall immediately become 100% vested and
non-forfeitable and, further, Executive shall have the right in Executive's sole
discretion upon two weeks advance written notice to resign Executive's
employment as of any date within the six month period immediately following the
date of such Change in Control, in which event PracticeWorks shall pay to
Executive on the date of the termination of Executive's employment an amount
equal to three times Executive's then base salary as in effect under ss. 3(a) or
Executive's base salary in effect under ss. 3(a) on the first day of the Term,
whichever is greater, and PracticeWorks thereafter shall make any "Gross-Up
Payment" called for under this ss. 4(f) to Executive. Executive waives
Executive's right, if any, to have any and all such options (to the extent an
exercise right is accelerated under this ss. 4(f)) and payments taken into
account in computing any other benefits payable to, or on behalf of, Executive
by PracticeWorks.
The term "Change in Control" as used in this Employment Agreement
means:
(1) The acquisition at any time after the effective date
of the spin-off of PracticeWorks by InfoCure Corporation by any person,
entity or "group" within the meaning of Sections 13(d)(3) or 14(d)(2)
of the Securities Exchange Act of 1934 (excluding, for this purpose,
PracticeWorks, its affiliates, or any employee benefit plan of
PracticeWorks or any of its affiliates) of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under such securities law) of
more than fifty percent of either the then outstanding shares of common
stock of PracticeWorks or of the combined voting power of
PracticeWorks' then outstanding voting securities or any such
acquisition of more than fifty percent of either such common stock or
voting securities of PracticeWorks or of the combined voting power of
PracticeWorks' then outstanding voting securities except for an
acquisition resulting from a disposition of such stock or securities
effected by PracticeWorks or a public offering by PracticeWorks;
(2) The individuals who, immediately after the effective
date of the spin-off of PracticeWorks by InfoCure Corporation,
constitute the members of the Board of Directors of PracticeWorks, who
shall be referred to as the "Incumbent Members", cease for any reason
to constitute at least a majority of such Board of Directors, provided
that any individual becoming a member after the date of this Employment
Agreement whose election, or nomination for election by PracticeWorks'
shareholders, was approved by a vote of at least a majority of the
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then Incumbent Members shall be considered as though such individual
was an Incumbent Member; or
(3) The approval by the shareholders of PracticeWorks at
any time after the effective date of the spin-off of PracticeWorks by
InfoCure Corporation of (i) a merger, consolidation or other
reorganization where, in each case, with respect to which persons who
were the shareholders of PracticeWorks immediately prior to such
merger, consolidation or other reorganization, immediately thereafter,
they do not own more than fifty percent of the combined voting power of
the merged, consolidated or reorganized PracticeWorks' then outstanding
voting securities, or of (ii) the sale of all or substantially all of
the assets of PracticeWorks; provided, however, in such event the
Change in Control described in this ss. 4(f) will be deemed to have
occurred immediately prior to such shareholder approval.
If PracticeWorks or PracticeWorks' accountants determine that the
option exercise right and the three times base salary payment called for under
this ss. 4(f) plus any other payments or benefits made available to Executive by
PracticeWorks upon a Change in Control will result in Executive being subject to
an excise tax under Section 4999 of the Internal Revenue Code of 1986, as
amended, or "Code", or if such an excise tax is assessed against Executive as a
result of such option exercise right or payment or other benefits, PracticeWorks
shall make a "Gross Up Payment" to or on behalf of Executive as and when each
and any such determination or assessment, as applicable, is made, provided
Executive takes such action (other than waiving Executive's right to any
payments or benefits otherwise due from PracticeWorks) as PracticeWorks
reasonably requests under the circumstances to mitigate or challenge such tax;
provided, however, if PracticeWorks or PracticeWorks' accountants determine that
no Gross Up Payment would be payable under this ss. 4(f) if Executive waives
Executive's right to receive a part of such payments and such part does not
exceed $10,000, Executive agrees to irrevocably waive Executive's right to
receive such part of such payments if an independent accountant or lawyer
retained by Executive and paid by PracticeWorks agrees with the determination
made by PracticeWorks or PracticeWorks' accountants.
The term "Gross Up Payment" as used in this Employment Agreement shall
mean a payment to or on behalf of Executive which shall be sufficient to pay (i)
any excise tax described in this ss. 4(f) in full, (ii) any federal, state and
local income tax and social security or other employment tax on the payment made
to pay such excise tax as well as any additional excise tax on such payment and
(iii) any interest or penalties assessed by the Internal Revenue Service on
Executive if such interest or penalties are attributable to PracticeWorks'
failure to comply with its obligations under this ss.4(f) or applicable law. Any
determination under this ss.4(f) by PracticeWorks or PracticeWorks' accountants
shall be made in accordance with Section 280G of the Code and any applicable
related regulations (whether proposed, temporary or final) and any related
Internal Revenue Service rulings and any related case law and, if PracticeWorks
reasonably requests that Executive take action to mitigate or challenge, or to
mitigate and challenge, any such tax or assessment and Executive complies with
such request,
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PracticeWorks shall provide Executive with such information and such expert
advice and assistance from PracticeWorks' accountants, lawyers and other
advisors as Executive may reasonably request and shall pay for all expenses
incurred in effecting such compliance and any related fines, penalties, interest
and other assessments.
(g) Benefits at Termination of Employment. Executive upon
Executive's termination of employment shall have the right to receive any
benefits payable under PracticeWorks' employee benefit plans, programs and
policies which Executive otherwise has a nonforfeitable right to receive under
the terms of such plans, programs and policies (other than severance benefits)
independent of Executive's rights under this Employment Agreement in addition to
any base salary under ss. 3(a) which accrued as of the termination date and are
expressly payable under this ss. 4 without regard to the reason for such
termination of employment.
SS. 5. COVENANTS BY EXECUTIVE
(a) PracticeWorks Property.
(1) Executive upon the termination of Executive's
employment for any reason or, if earlier, upon PracticeWorks request
shall promptly return all "Property" which had been entrusted or made
available to Executive by PracticeWorks.
(2) The term "Property" means all records, files,
memoranda, reports, price lists, customer lists, drawings, plans,
sketches, keys, codes, computer hardware and software and other
property of any kind or description prepared, used or possessed by
Executive during Executive's employment by PracticeWorks and, if
applicable, any of its affiliates (and any duplicates of any such
property) together with any and all information, ideas, concepts,
discoveries, and inventions and the like conceived, made, developed or
acquired at any time by Executive individually or, with others during
Executive's employment which relate to PracticeWorks business, products
or services.
(b) Trade Secrets.
(1) Executive agrees that Executive will hold in a
fiduciary capacity for the benefit of PracticeWorks, and any of its
affiliates, and will not directly or indirectly use or disclose, any
"Trade Secret" that Executive may have acquired during the term of
Executive's employment by PracticeWorks or any of its affiliates for so
long as such information remains a Trade Secret.
(2) The term "Trade Secret" means information, including,
but not limited to, technical or nontechnical data, a formula, a
pattern, a compilation, a program, a device, a method, a technique, a
drawing, a process, financial data, financial plans, product plans, or
a list of actual or potential customers or suppliers that (a) derives
economic value, actual or potential, from not being generally known to,
and not being generally readily ascertainable by proper means by, other
persons who can obtain economic value from its disclosure or
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use and (b) is the subject of reasonable efforts by PracticeWorks and
any of its affiliates to maintain its secrecy.
(3) This ss. 5(b) and ss. 5(c) are intended to provide
rights to PracticeWorks which are in addition to, not in lieu of, those
rights PracticeWorks has under the common law or applicable statutes
for the protection of trade secrets.
(c) Confidential Information.
(1) Executive while employed under this Employment
Agreement and thereafter during the "Restricted Period" shall hold in a
fiduciary capacity for the benefit of PracticeWorks and any of its
affiliates, and shall not directly or indirectly use or disclose, any
"Confidential Information" that Executive may have acquired (whether or
not developed or compiled by Executive and whether or not Executive is
authorized to have access to such information) during the term of, and
in the course of, or as a result of Executive's employment by
PracticeWorks or any of its affiliates.
(2) The term "Confidential Information" means any secret,
confidential or proprietary information possessed by PracticeWorks or
any of its affiliates relating to their businesses, including, without
limitation, trade secrets, customer lists, details of client or
consultant contracts, current and anticipated customer requirements,
pricing policies, price lists, market studies, business plans,
operational methods, marketing plans or strategies, product development
techniques or flaws, computer software programs (including object code
and source code), data and documentation data, base technologies,
systems, structures and architectures, inventions and ideas, past
current and planned research and development, compilations, devices,
methods, techniques, processes, financial information and data,
business acquisition plans and new personnel acquisition plans (not
otherwise included in the definition of a Trade Secret under this
Employment Agreement) that has not become generally available to the
public by the act of one who has the right to disclose such information
without violating any right of PracticeWorks or any of its affiliates.
Confidential Information may include, but not be limited to, future
business plans, licensing strategies, advertising campaigns,
information regarding customers, Executives and independent contractors
and the terms and conditions of this Employment Agreement.
(d) Restricted Period. The term "Restricted Period" as used in the
Employment Agreement shall mean the twenty-four month period which starts on the
date Executive's employment terminates with PracticeWorks without regard to
whether such termination comes before or after the end of the Term.
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(e) Nonsolicitation of Customers or Employees.
(1) Executive (i) while employed under this Employment
Agreement shall not, on Executive's own behalf or on behalf of any
person, firm, partnership, association, corporation or business
organization, entity or enterprise (other than PracticeWorks or one of
its affiliates), solicit Competing Business of customers of
PracticeWorks or any of its affiliates and (ii) during the Restricted
Period shall not, on Executive's own behalf or on behalf of any person,
firm, partnership, association, corporation or business organization,
entity or enterprise, solicit Competing Business of customers of
PracticeWorks or any of its affiliates with whom Executive within the
twenty-four month period immediately preceding the beginning of the
Restricted Period had or made contact with in the course of Executive's
employment by PracticeWorks.
(2) Executive (i) while employed under this Employment
Agreement shall not, either directly or indirectly, call on, solicit or
attempt to induce any other officer, employee or independent contractor
of PracticeWorks or any of its affiliates to terminate his or her
employment with PracticeWorks or any of its affiliates and shall not
assist any other person or entity in such a solicitation (regardless of
whether any such officer, employee or independent contractor would
commit a breach of contract by terminated his or her employment), and
(ii) during the Restricted Period, shall not, either directly or
indirectly, call on, solicit or attempt to induce any other officer,
employee or independent contractor of PracticeWorks or any of its
affiliates with whom Executive had contact, knowledge of, or
association in the course of Executive's employment with PracticeWorks
or any of its affiliates as the case may be, during the twelve month
period immediately preceding the beginning of the Restricted Period, to
terminate his or her employment with PracticeWorks or any of its
affiliates and shall not assist any other person or entity in such a
solicitation (regardless of whether any such officer, employee or
independent contractor would commit a breach of contract by terminating
his or her employment).
(3) The term "Competing Business" as used in this
Employment Agreement means the development, marketing, selling,
licensing or servicing of computer hardware or software to healthcare
providers or the business of providing electronic data interchange or
other electronic commerce and internet services to the healthcare
industry including, without limitation, electronic claims processing,
rendering of patient statements, serving as an electronic claims
clearinghouse or providing insurance processing and filing of paper
claims.
(f) Noncompetition Obligation. Executive while employed under this
Employment Agreement and thereafter during the Restricted Period and within the
States of California, Georgia, Indiana or Maryland, shall not organize or form
any other business that will conduct Competing Business and shall not engage in
the executive management of, or provide consulting concerning the executive
management of, Competing Business on behalf of any business other than
PracticeWorks or its affiliates. Executive acknowledges and agrees that the
states identified in this ss. 5(f) are states in
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which Executive performs services for PracticeWorks by being actively engaged as
a member of PracticeWorks' executive management team in PracticeWorks'
operations in these states.
(g) Reasonable and Continuing Obligations. Executive agrees that
Executive's obligations under this ss. 5 are obligations which will continue
beyond the date Executive's employment terminates and that such obligations are
reasonable and necessary to protect PracticeWorks' legitimate business
interests. PracticeWorks in addition shall have the right to take such other
action as PracticeWorks deems necessary or appropriate to compel compliance with
the provisions of this ss. 5.
(h) Remedy for Breach. Executive agrees that the remedies at law
of PracticeWorks for any actual or threatened breach by Executive of the
covenants in this ss. 5 would be inadequate and that PracticeWorks shall be
entitled to specific performance of the covenants in this ss. 5, including entry
of an ex parte, temporary restraining order in state or federal court,
preliminary and permanent injunctive relief against activities in violation of
this ss. 5, or both, or other appropriate judicial remedy, writ or order, in
addition to any damages and legal expenses which PracticeWorks may be legally
entitled to recover. Executive acknowledges and agrees that the covenants in
this ss. 5 shall be construed as agreements independent of any other provision
of this or any other agreement between PracticeWorks and Executive, and that the
existence of any claim or cause of action by Executive against PracticeWorks,
whether predicated upon this Employment Agreement or any other agreement, shall
not constitute a defense to the enforcement by PracticeWorks of such covenants.
SS. 6. MISCELLANEOUS
(a) Notices. Notices and all other communications shall be in
writing and shall be deemed to have been duly given when personally delivered or
when mailed by United States registered or certified mail. Notices to
PracticeWorks shall be sent to PracticeWorks, Inc., 0000 Xxx Xxxxxxxx, Xxxxx
000, Xxxxxxx, Xxxxxxx 00000, Attention: Corporate Secretary. Notices and
communications to Executive shall be sent to the address Executive most recently
provided to PracticeWorks.
(b) No Waiver. Except for the notice described in ss. 6(a), no
failure by either PracticeWorks or Executive at any time to give notice of any
breach by the other of, or to require compliance with, any condition or
provision of this Employment Agreement shall be deemed a waiver of any
provisions or conditions of this Employment Agreement.
(c) Delaware Law and Georgia Courts. This Employment Agreement
shall be governed by Delaware law without reference to the choice of law
principles thereof. Any litigation that may be brought by either PracticeWorks
or Executive involving the enforcement of this Employment Agreement or any
rights, duties, or obligations under this Employment Agreement, shall be brought
exclusively in either the state courts in and for Xxxx County, Georgia or the
United Xxxxxx Xxxxxxxx Xxxxx, Xxxxxxxx Xxxxxxxx xx Xxxxxxx, Xxxxxxx Division.
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(d) Assignment. This Employment Agreement shall be binding upon
and inure to the benefit of PracticeWorks and any successor to all or
substantially all of the business or assets of PracticeWorks. PracticeWorks may
assign this Employment Agreement to any affiliate or successor, and no such
assignment shall be treated as a termination of Executive's employment under
this Employment Agreement. Executive's rights and obligations under this
Employment Agreement are personal and shall not be assigned or transferred.
(e) Other Agreements. This Employment Agreement replaces and
merges any and all previous agreements and understandings regarding all the
terms and conditions of Executive's employment relationship with PracticeWorks,
and this Employment Agreement constitutes the entire agreement between
PracticeWorks and Executive with respect to such terms and conditions.
(f) Amendment. No amendment to this Employment Agreement shall be
effective unless it is in writing and signed by PracticeWorks and by Executive.
(g) Invalidity. If any part of this Employment Agreement is held
by a court of competent jurisdiction to be invalid or otherwise unenforceable,
the remaining part shall be unaffected and shall continue in full force and
effect, and the invalid or otherwise unenforceable part shall be deemed not to
be part of this Employment Agreement.
IN WITNESS WHEREOF, PracticeWorks and Executive have executed this
Employment Agreement in multiple originals to be effective on the first date of
the Term.
PRACTICEWORKS, INC. EXECUTIVE
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxx X. Xxxxx Xxxxxxx X. Xxxxxxx
President
Date: March 5, 2001 Date: March 5, 2001
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