EMPLOYMENT AGREEMENT
Exhibit 10.1
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of the 9th day of August,
2010, by and among Streamline Health Solutions, Inc., a Delaware corporation (“Parent”), Streamline
Health, Inc., an Ohio corporation (“Company”) and Xxxxxx X. Xxxx, Xx. (“Employee”).
RECITALS:
A. Parent and the Company currently employ Employee as Interim Chief Financial Officer,
Controller, Secretary and Treasurer for Parent and the Company; and
B. Employee possesses certain skills and expertise and desires to provide services to Parent
and the Company as Interim Chief Financial Officer.
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
Parent and the Company hereby agree to employ Employee, and Employee, 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
While employed hereunder, Employee shall do all things necessary, legal and incident to the
position(s) in which he is employed (currently, Interim Chief Financial Officer, Controller,
Secretary and Treasurer), and otherwise shall perform such functions as the CEO and President of
Parent or the Company may establish from time to time. Without limiting the foregoing, Employee
shall be the Interim Chief Financial Officer of each of Parent and the Company and will be
responsible for, perform and direct all duties consistent therewith until such time as Parent and
the Company notify Employee that he no longer serves as Interim Chief Financial Officer. Employee
shall report to the Company’s CEO and President and/or such other officers as designated by Parent
in its discretion.
3. COMPENSATION
Subject to such modifications as may be approved from time to time by the Board of Directors
or officers of Parent, the Employee shall receive the compensation and benefits listed on the
attached Exhibit A. Such compensation shall be paid by Parent or the Company, at the discretion of
Parent.
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4. EXPENSES
Parent or the Company shall pay or reimburse Employee for all travel and out-of-pocket
expenses reasonably incurred or paid by Employee in connection with the performance of Employee’s
duties as an employee of Parent or the Company, respectively, 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 Company may reasonably require. Expense reimbursement shall
include, if applicable, expenses incurred under the company’s dental plan. You will receive at the
Company’s option either, (1) reimbursement of your dental bills according to our existing dental
insurance plan, or (2) receive dental insurance for your region equivalent to the existing Company
plan at no expense to you.
5. PRIOR EMPLOYMENT
The Employee warrants and represents to Parent and the Company (i) that the Employee will take
no action in violation of any employment agreement or arrangement with any prior employer, (ii)
that the Employee has disclosed to 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 the Employee has the full right and authority to enter into this Agreement
and to perform all of the Employee’s obligations hereunder. The Employee agrees to indemnify and
hold Parent and the Company harmless from and against any and all claims, liabilities or expenses
incurred by Parent and/or the Company as a result of any claim made by any prior employer arising
out of this Agreement or the employment of the Employee by Parent and the Company.
6. OUTSIDE EMPLOYMENT
Employee shall devote Employee’s full time and attention to the performance of the duties
incident to Employee’s position with 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 Employee’s duty to devote Employee’s full time and attention to Parent and
Company matters, provided that, the foregoing shall not prevent the Employee from participating in
any charitable or civic organization that does not interfere with Employee’s performance of the
duties and responsibilities to be performed by Employee under this Agreement.
7. CONFIDENTIAL INFORMATION
Employee 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 the Confidential
Information on Employee’s own behalf, for any reason or purpose. Employee further agrees that,
during the term of this Agreement or at any time thereafter, Employee will not distribute, or cause
to be distributed, Confidential Information to any third person or permit the reproduction of the
Confidential Information, except on behalf of Parent or the Company in Employee’s capacity as an
employee of Parent and the Company. Employee shall take all reasonable care to avoid unauthorized
disclosure or use of the Confidential Information. Employee hereby assumes responsibility for and
shall indemnify and hold Parent and/or the Company harmless from and against any disclosure or use
of the 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 and or is used in Parent’s or the Company’s
business (including without limitation, 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 Company, and
the customers, clients, suppliers and others with whom Parent and/or the Company does or has in the
past done, business, regardless of when and by whom such information was developed or acquired)
which Parent or the Company deems confidential and proprietary
which is generally not known to others outside Parent or the Company and which gives or tends to
give 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 Parent and/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 of these are described in writing, reduced to practice, copyrightable or
considered copyrightable, patentable or considered patentable. Provided, however, that
“Confidential Information” shall not include general industry information or information which is
publicly available or is otherwise in the public domain without breach of this Agreement,
information which Employee has lawfully acquired from a source other than 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. Employee acknowledges that the Confidential
Information is novel, proprietary to and of considerable value to Parent and the Company.
Employee 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 Parent
and/or the Company.
Employee agrees that, upon the request of Parent or the Company, Employee will immediately
deliver up to the requesting entity all Confidential Information in Employee’s possession and/or
control, and all notes, records, memoranda, correspondence, files and other papers, and all copies,
relating to or containing Confidential Information. Employee does not have, nor can Employee
acquire any property or other right in the Confidential Information.
8. PROPERTY OF 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 the Employee,
alone or with others, during the term of the Employee’s employment, whether or not during working
hours and whether or not while working on a specific project, that are within the scope of Parent’s
or the Company’s business operations or that relate to any work or projects of Parent or the
Company, are and shall remain the exclusive property of Parent and the Company. Inventions,
improvements and discoveries relating to the business of Parent or the Company conceived or made by
the Employee, either alone or with others, while employed with Parent and the Company are
conclusively and irrefutably presumed to have been made during the period of employment and are the
sole property of Parent and the Company. The Employee shall promptly disclose in writing any such
matters to Parent and the Company but to no other person without the consent of Parent. The
Employee hereby assigns and agrees to assign all right, title, and interest in and to such matters
to the Company. The Employee will, upon request of Parent, execute such assignments or other
instruments and assist Parent and the Company in the obtaining, at the Company’s sole expense, of
any patents, trademarks or similar protection, if available, in the name of the Company.
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9. NON-COMPETITION AGREEMENT
(A) During the term of this Agreement and for a period of one year after the termination date
of this Agreement (whether such termination be with or without cause), Employee agrees that he will
not directly or indirectly, own, operate or otherwise work for or participate in any competitive
business in the United States which designs, develops, manufactures or markets any product or
service that in any way competes with 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”).
(B) During the term of this Agreement and for a period ending one year from the termination of
Employee’s employment with Parent and the Company, whether by reason of the expiration of the term
of this Agreement, resignation, discharge by Parent and the Company or otherwise, Employee hereby
agrees that Employee will not, directly or indirectly:
(i) solicit, otherwise attempt to employ or contract with any current or future employee of
Parent or the Company for employment or otherwise in any Competitive Business or otherwise offer
any inducement to any current or future employee of Parent or the Company to leave Parent’s or the
Company’s employ; or
(ii) contact or solicit any customer or client of Parent or the Company (an “Existing
Customer”), contact or solicit any individual or business entity with whom 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 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 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) in the United States which designs, develops, manufactures or
markets any product or service that in any way competes with Parent’s or the Company’s health
information access system business, products or services as conducted, or contemplated to be
conducted, on the date of termination.
10. TERM
(A) Unless earlier terminated pursuant to Section 11 herein or as provided in Section 10(B),
for so long as Employee is serving as the Company’s Interim Chief Financial Officer, the term of
this Agreement shall be for the time period beginning August 9, 2010, the date hereof, and
continuing through January 31, 2011 (the “Term”), unless, during the Term of this agreement, or any
extension thereof, there is a change in control as defined in Section 12 herein, at which time the
then current Expiration Date will be extended to be one year from the date of the change in
control. On January 31, 2011, or the Expiration Date resulting from a change in control, whichever
is later, and on each annual Expiration Date thereafter, ( each such date being hereinafter
referred to as the “Renewal Date”), the term of employment hereunder shall automatically renew for
an additional one (1) year period unless the Company notifies Employee in writing at least 90 days
prior to the applicable Renewal Date that the Company does not wish to renew this Agreement beyond
the expiration of the then current term. Unless waived in writing by the Company, the requirements
of Sections 7 (Confidential Agreement), 8 (Property of Parent and the Company) and 9
(Non-Competition Agreement) shall survive the expiration or termination of this Agreement for any
reason.
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(B) Notwithstanding the above Section 10(A), at any time prior to the occurrence of a change
in control, Parent and the Company have the right in their sole discretion to notify Employee that
his services as Interim Chief Financial Officer are no longer needed. Immediately upon Employee’s
receipt of such notification or at such later time as may be specified in such notice, Employee
thereafter shall be an employee-at-will and may continue to serve in such position(s) as mutually
agreed by Employee, Parent and the Company. Employment in such position(s) may be terminated by
Parent, the Company or Employee for any reason or no reason on 14 days’ prior written notice and three months of
severance payments to Employee (including the Employee’s salary, incentive compensation and bonuses
at the time of termination to be paid according to the Company’s normal payroll schedule), or upon
the date of Employee’s death.
11. TERMINATION.
For as long as Employee is serving as the Interim Chief Financial Officer of Parent and the
Company, the term of this Agreement shall be as provided in Section 10(A) subject to the following
provisions of this Section 11. This Section 11 shall not apply subsequent to Parent and the
Company informing Employee pursuant to Section 10(B) that his services as Interim Chief Financial
Officer are no longer needed, in which case the term of this Agreement shall be as provided in
Section 10(B).
(A) Death. This Agreement and Employee’s employment as Interim Chief Financial
Officer and all other positions hereunder shall be terminated on the death of Employee, effective
as of the date of Employee’s death.
(B) Continued Disability. This Agreement and Employee’s employment as Interim Chief
Financial Officer and all other positions hereunder may be terminated, at the option of Parent,
upon a Continued Disability of Employee, 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 Employee
to continue to perform Employee’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,
Employee shall have been unable to perform Employee’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 Employee is unable to perform the essential functions of Employee’s job
as Interim Chief Financial Officer shall be made by Parent’s Board of Directors in its reasonable
discretion; provided, however, that if Employee is not satisfied with the decision of the Board,
Employee will submit to examination by three competent physicians who practice in the metropolitan
area in which the Employee then resides, one of whom shall be selected by Parent, another of whom
shall be selected by Employee, with the third to be selected by the physicians so selected. The
decision of a majority of the physicians so selected shall supersede the decision of the Board and
shall be final and conclusive.
(C) Termination For Good Cause. Notwithstanding any other provision of this
Agreement, Parent may at any time immediately terminate this Agreement and Employee’s employment as
Interim Chief Financial Officer and all other positions hereunder for Good Cause. For this
purpose, “Good Cause” shall include the following: the current use of illegal drugs; indictment for
any crime involving moral turpitude, fraud or misrepresentation; commission of any act which would
constitute a felony and which would adversely impact the business or reputation of Parent or the
Company; fraud; misappropriation or embezzlement of Parent or Company funds or property; willful
conduct which is materially injurious to the reputation, business or business relationships of
Parent or the Company; or material violation of any of the provisions of this Agreement. Any
alleged cause for termination shall be delivered in writing to Employee stating the full basis for
such cause along with any notice of such termination.
(D) Termination Without Good Cause. Parent or the Company may terminate Employee’s
employment as Interim Chief Financial Officer 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 Parent or the Company terminates Employee without cause, Parent or the Company will pay
Employee a lump sum amount equal to fifty percent (50%) times the Employee’s then current annual
salary [to include only 50% of the then current base compensation (including the Minimum Annual Interim Chief
Financial Officer responsibility adjustment) and 50% of the higher of the incentive compensation
and bonuses paid to Employee during that prior fiscal year or earned in the then current fiscal
year to date] plus health and dental benefits for 1 year after the date of termination, unless
Employee is covered under another health and dental plan as a result of subsequent employment.
Such severance payment for salary and incentive compensation shall be paid within 90 days following
the date of Employee’s termination, except as otherwise provided in Section 20 hereof. Health or
dental benefits shall be paid, if applicable, as incurred.
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12. CHANGE IN CONTROL; ACCELERATED VESTING SCHEDULES
In the event that, within twelve months of a change in control of Parent and provided that
Employee was serving as Interim Chief Financial Officer of Parent and the Company at the time of
the change in control, Employee’s employment by Parent and the Company is terminated prior to the
end of the Term or Employee terminates his employment due to a material reduction in his duties or
compensation, (1) all incentive equity awards granted to Employee shall immediately vest in full,
(2) Parent or the Company will pay Employee a lump sum amount equal to fifty percent (50%) times
the Employee’s then current annual salary (including the Minimum Annual Interim Chief Financial
Officer responsibility adjustment) at the time of termination, or if applicable, prior to any
reduction in compensation causing the termination, which payment shall be made immediately upon
termination, except as otherwise provided in Section 20 hereof, and (3) Employee shall continue to
receive health and dental benefits for one year, which benefits shall be at least as favorable to
Employee as he received prior to the change in control. For purposes of this Agreement, “change in
control” means any of the following events:
(a) A change in control of the direction and administration of 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
Parent is then subject to such reporting requirements; or
(b) Any “person” (as such term is used in §13(d) and §14(d)(2) of the 1934 Act but excluding
any employee benefit plan of Parent) is or becomes the “beneficial owner” (as defined in Rule 13d-3
under the 1934 Act), directly or indirectly, of securities of Parent representing more than one
half of the combined voting power of Parent’s outstanding securities then entitled to vote for the
election of directors; or
(c) Parent shall sell all or substantially all of the assets of Parent; or
(d) Parent shall participate in a merger, reorganization, consolidation or similar business
combination that constitutes a change in control as defined in the 1996 Streamline Health
Solutions, Inc. Employee Stock Option Plan and/or results in the occurrence of any event described
in clause (a), (b) or (c) above.
Notwithstanding the foregoing, this Section 12 shall not apply subsequent to Parent and the
Company informing Employee pursuant to Section 10(B) that his services as Interim Chief Financial
Officer are no longer needed.
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13. ACKNOWLEDGEMENTS
Parent, the Company and Employee each hereby acknowledge and agrees 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 Employee of any of the covenants,
restrictions, agreements and obligations set forth in Section 7, 8 and/or 9, monetary damages or
the other remedies at law that may be available to Parent and/or the Company for such breach or
threatened breach will be inadequate and, without prejudice to 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 Employee, Parent and/or the Company
will be entitled to injunctive relief from a court of competent jurisdiction; and
(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 and/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. The Employee agrees that in the event any court of competent
jurisdiction determines that the above covenants are invalid or unenforceable to join with 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.
14. 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 telecopier to such party addressed
as follows:
| (A) | In the case of Parent or the Company, if addressed to it as follows: |
Streamline Health Solutions, Inc.
00000 Xxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, Xxxx 00000
Attn: J. Xxxxx Xxxxx
00000 Xxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, Xxxx 00000
Attn: J. Xxxxx Xxxxx
| (B) | In the case of Employee, if addressed to Employee at: |
Xxxxxx X. Xxxx, Xx.
0000 Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxxx 00000
0000 Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxxx 00000
Any such notice delivered personally or by telecopier 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.
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15. 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. Parent and the Company may 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), but
this Agreement may not be assigned, nor may the duties hereunder be delegated by Employee. In the
event that 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, “Parent” and the
“Company” shall then be deemed to include the successor or affiliated business or corporation to
which Parent and the Company, respectively, assigned or otherwise transferred their rights
hereunder.
16. 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.
17. SEVERABILITY
The invalidity or unenforceability of any particular provision of this Agreement shall not
affect any other provisions hereof, and this Agreement shall be construed in all respects as if any
such invalid provision were omitted herefrom.
18. COUNTERPARTS
This Agreement may be signed in counterparts and each of such counterpart shall constitute an
original document and such counterparts, taken together, shall constitute one in the same
instrument.
19. DISPUTE RESOLUTION
Except as set forth in Section 13 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 Commercial Arbitration Rules 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 shall attempt in good faith to resolve their differences within fifteen (15) days after the
receipt of such notice. If the dispute cannot be resolved within the fifteen-day period, either
party may file a written demand for arbitration with the American Arbitration Association. The
place of arbitration shall be Cincinnati, Ohio. The company will reimburse Employee filing costs
in excess of $1,000.
20. SECTION 409A
If Employee is a “specified employee” under Section 409A of the Internal Revenue Code of 1986,
as amended (“Code”), amounts that are deferred compensation are not payable to the Employee 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 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 Employee will then be paid to Employee in a lump
sum.
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Employee’s termination of employment occurs on or prior to the March 15th of the
year following the year of the change in control, the lump sum due to Employee pursuant to Section
12 will be paid immediately (but not later than the applicable March 15th) following
the date of termination. But if Employee is a “specified employee” under Section 409A of the Code
and Employee’s termination of employment occurs later than the 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 Employee under Section 409A of the Code with respect to any payment
made by the Company to Employee pursuant to Section 11(D) or Section 12, Employee will be
responsible for payment of such tax, penalty, interest and any related audit costs incurred by
Employee.
21. 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 Employee
acknowledges and agrees that Employee is subject to personal jurisdiction in state and federal
courts in Xxxxxxxx County, Ohio.
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto effective as of the
date first above written.
| STREAMLINE HEALTH SOLUTIONS, INC. |
||||
| By: | /s/ J. Xxxxx Xxxxx | |||
| Its: President and CEO | ||||
| STREAMLINE HEALTH, INC. |
||||
| By: | /s/ J. Xxxxx Xxxxx | |||
| Its: President and CEO | ||||
| EMPLOYEE |
||||
| /s/ Xxxxxx X. Xxxx, Xx. | ||||
| Xxxxxx X. Xxxx, Xx. | ||||
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EXHIBIT A - COMPENSATION AND BENEFITS
Employee:
|
Xxxxxx X. Xxxx, Xx. | |
Term:
|
8/9/2010 to 1/31/2011 | |
Salary:
|
Minimum Annual Base Salary - $109,567 | |
| Minimum Annual Interim Chief Financial Officer responsibility adjustment - $20,500; which adjustment shall be paid to Employee on a pro rata basis over the course of each year during the Term of this Agreement for as long as Employee serves as the Interim Chief Financial Officer of Parent and the Company. In the event that Employee is notified by Parent and the Company pursuant to Section 10(B) of this Agreement that his services as Interim Chief Financial Officer are no longer needed, then Employee shall no longer be entitled to this adjustment. |
Thereafter, the Parent’s Board of Directors, or Compensation Committee thereof, may annually adjust
Employee’s base salary upward and Employee will be eligible to participate in any bonus plan
implemented by the Parent’s Board of Directors, or Compensation Committee thereof, at such level as
the Board or Committee deems appropriate.
Equity Incentives:
Parent agrees that Employee shall be eligible to participate in the Streamline Health Solutions,
Inc. Employee Equity Incentive Compensation Plan and to receive additional grants as the Parent’s
Board of Directors may determine appropriate from time to time hereafter.
Benefits:
Employee shall be eligible to participate in all other employee fringe benefit plans of Parent or
the Company (but not both if Parent and Company have separate plans providing benefits that may be
similar in nature), to the same extent and at the same levels as other officers of Parent or the
Company are then participating.
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