Exhibit 10 (xxvi)
EMPLOYEMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of the 10th
day of December 1997, by and among Source Informatics, Inc., a corporation
organized and existing under the laws of the State of Delaware ("Source"),
Robert Brown, an individual who at the time of execution of this Agreement is a
resident of the State of Arizona ("Employee"), and National Data Corporation, a
corporation organized and existing under the laws of the State of Delaware
("NDC").
WITNESSETH:
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WHEREAS, pursuant to that certain Agreement and Plan of Merger dated August
20, 1997 (the "Merger Agreement"), by and among NDC, Dunkirk, Inc. ("Sub"), and
Source, pursuant to which Sub will merge (the "Merger") with and into Source
with Source surviving the Merger and becoming a wholly-owned subsidiary of NDC;
WHEREAS, Employee is the President of Source Informatics and NDC considers
his continuing services pursuant to the terms hereof and his entering into and
compliance with the terms of this Agreement to be essential to Source's
operations following the Merger;
WHEREAS, the Employee is executing this Agreement as an inducement to NDC
to complete the Merger, and NDC has made it a necessary and material condition
to closing the Merger that the Employee enter into this Agreement;
WHEREAS, Source desires to employ Employee, and Employee desires to accept
such employment, upon the terms and conditions set forth herein;
WHEREAS, Employee possesses and will possess information relating to
Source, customers, properties, products and interests of Source, and which he
has acquired and will acquire by virtue of his employment by Source and the use
of which by Employee in competition with Source or in violation of this
Agreement may materially and adversely affect the value of the investment being
made by NDC under the Merger Agreement; and
WHEREAS, the obligations of Employee hereunder are reasonably necessary for
the protection of the goodwill of Source and Source's interest in the
aforementioned information, business prospects, customers, properties and
interests.
NOW, THEREFORE, by virtue and in consideration of the foregoing and the
mutual covenants and agreements contained in this Agreement, and other good and
valuable considerations, the receipt and sufficiency of which are hereby
acknowledged, Source and Employee covenant and agree as follows:
1. Employment. Source hereby employs Employee, and Employee hereby
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accepts such employment and agrees to perform his duties and responsibilities
hereunder, in accordance with the terms and conditions hereinafter set forth.
2. Employment Term. Employee's employment shall commence on the date
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hereof and, subject to the conditions herein, shall continue for a term of three
(3) years or until earlier terminated in accordance with Section 6 hereof.
3. Duties and Responsibilities.
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(a) Position. During his employment hereunder, Employee shall serve
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as the Senior Executive of Source, or any successor corporation or named line of
business and shall perform all duties consistent with such position and accept
all responsibilities consistent with such position as may be assigned to him by
Source, and shall cooperate fully with Source's management and board of
directors.
(b) Discharge of Duties. During his employment hereunder, Employee
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agrees faithfully and diligently to discharge and carry out his duties and
responsibilities under this Agreement, shall use his best efforts to implement
the plans, programs and objectives of his direct line management and the guiding
policies established by Source's board of directors, its executive officers, or
NDC and shall devote his full and exclusive business time, attention, energy and
skill thereto and to the business of Source, to the promotion of Source's
interests and to the fulfillment of Employee's obligations under this Agreement.
The foregoing shall not be construed as preventing Employee from making
investments in other companies or enterprises provided that Employee agrees not
to become engaged in any other activity which may interfere with his ability to
discharge his duties and responsibilities hereunder. Employee further agrees not
to work either on a part-time or independent contracting basis for any other
business or enterprise during his employment hereunder without the prior written
consent of the board of directors of Source.
(c) Employee's Representations and Covenants. Employee represents and
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covenants to Source that he is not subject or a party to any employment
agreement, non-competition covenant, non-disclosure agreement or any similar
agreement, covenant, understanding or restriction which would prohibit Employee
from executing this Agreement and performing his duties and responsibilities
hereunder, or would in any manner, directly or indirectly, limit or affect the
duties and responsibilities which may now or in the future be assigned to
Employee hereunder.
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(d) Authority. Employee specifically acknowledges and agrees that he
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shall not have the right or authority to assume or create any obligation, duty,
liability or responsibility, express or implied, on behalf of or in the name of
Source, or to bind Source or any of its affiliates in any matter whatsoever,
except as may be specifically authorized by his direct line management, Source's
board of directors and the bylaws of Source.
4. Compensation.
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(a) Annual Salary. Subject to the terms of this Agreement, as
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compensation for all services rendered by Employee hereunder, from and after the
date hereof, Source shall pay Employee an annual gross salary of $275,000.00.
Such salary shall be paid bi-weekly or semi-monthly, so long as Employee shall
be employed by Source under this Agreement. Employee's salary will be reviewed
at intervals consistent with NDC's salary review practices.
(b) Reimbursements. In addition to the compensation set forth in
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subparagraph (a) above, Source shall promptly reimburse Employee for all
reasonable expenses incurred by him in the performance of his duties under this
Agreement and vouched to the reasonable satisfaction of the appropriate officers
of Source, pursuant to Source's procedures or practices.
(c) Bonus Opportunity. In addition to the annual salary described
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above, Employee will have an annual bonus opportunity of $150,000.00. Payment of
such bonus will be based upon Employee's performance against defined objectives,
and shall be subject to the usual provisions of Source's and NDC's overall
annual bonus programs. Employee's initial bonus opportunity shall be for the
performance period ending June 30, 1998. Thereafter, Employee's bonus
opportunity shall be based upon NDC's fiscal year.
5. Employee Benefits, Stock Options and Perquisites.
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(a) Employee shall be entitled to participate in any and all employee
benefit programs maintained by Source, including vacation, holiday and sick
leave benefits, and life and disability insurance programs in accordance with
the terms and conditions of such employee benefit programs, to the extent
prescribed for the position then held by Employee as set forth in such programs
or in the resolution of Source's board of directors establishing such programs,
and subject to the terms and conditions set forth therein.
(b) Employee shall also be eligible for periodic grants of stock
options under NDC's 1997 Stock Option Plan or any successor plan based upon
senior
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management's assessment of Employee's potential to contribute to the future
success of the Company. NDC agrees to recommend to the compensation committee of
its board of directors an initial stock option award with a grant value of
approximately $1,100,000.00.
(c) Employee shall be credited with the number of years of service
that Employee has been employed by Source or any of its Subsidiaries or their
respective predecessors, prior to and including the term of this Agreement, for
purposes of vesting, eligibility and calculation of benefits for all of Source's
or NDC's employee benefit plans including the 401K plans of both Source and NDC;
provided, however, that no credit for prior service shall be granted for
benefits calculation purposes under any Source or NDC employee benefit plan
governed by ERISA except the 401K plans as noted above.
6. Termination; Effect of Termination.
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(a) Termination. Anything in this Agreement to the contrary
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notwithstanding, this Agreement, the employment of Employee pursuant hereto and
Employee's compensation hereunder (except as specifically provided in this
Section 6) shall terminate upon the first to occur of the following events:
(i) The death of Employee;
(ii) The date on which Source shall give written notice to
Employee of termination of his employment hereunder by reason of his physical or
mental incapacity. Employee shall be deemed to be physically or mentally
incapacitated for purposes of this section if by reason of any physical or
mental incapacity he has been unable, or it is reasonably expected that he will
be unable, for a period of at least one hundred eighty (180) substantially
continuous calendar days, to perform his regular duties and responsibilities
hereunder in a reasonably satisfactory manner. In the event of any disagreement
between Employee, or his legal representative, and Source as to whether Employee
is physically or mentally incapacitated such as to permit Source to terminate
his employment pursuant to this paragraph (ii), the question of such incapacity
shall be submitted to an impartial and reputable physician for determination,
selected by mutual agreement of Employee, or his legal representative, and
Source or, failing such agreement, selected by two physicians (one of which
shall be selected by Source and the other by Employee, or his legal
representative), and such determination of the question of such incapacity by
such physicians shall be final and binding on Employee and Source. Source shall
pay the reasonable fees and expenses of such physicians;
(iii) The date on which Source shall give written notice to
Employee for termination for "cause" which notice shall reasonably describe the
cause for which Employee's employment is being terminated. If, however, the
cause specified in such notice is such that there is a reasonable prospect that
it can be cured with diligent effort
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within ninety (90) consecutive calendar days, Employee shall have ninety (90)
consecutive calendar days to cure such cause and Employee's employment shall
continue in effect during such time so long as Employee makes diligent efforts
during such time to cure such cause. If such cause shall be cured by Employee
during such time, this Agreement shall not terminate as a result of the notice
which has been given with respect to such cause. Cure of any cause with or
without notice from Employee shall not relieve Employee from any obligations to
Source under this Agreement or otherwise and shall not effect Source's rights
upon the recurrence of the same, or the occurrence of any other cause. If such
cause shall not be cured within such time, this Agreement shall terminate upon
the expiration of such time. For purposes of this Agreement, "cause" shall mean:
(A) Commission by Employee of a willful or grossly
negligent act which materially adversely affects Source, its subsidiaries or
divisions, NDC or its subsidiaries, or
(B) Conviction of Employee (or plea of nolo contendere) for
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any criminal act (other than an offense under road traffic legislation for which
a non-custodial penalty is imposed), or any fraud upon Source, its subsidiaries
or divisions, NDC or its subsidiaries, or
(C) Habitual use of alcohol or other performance-
influencing drugs or substances, or
(D) Any material violation by Employee of his obligations
under this Agreement.
(iv) Two (2) calendar days following the date on which Source
shall give written notice to Employee of termination of his employment
hereunder; or
(v) With respect to termination by the Employee, the date on
which Employee shall give written notice to Source of termination for "cause"
which notice shall reasonably describe the cause for which employment is being
terminated. For purposes of this Agreement, "cause" shall mean the Company (i)
significantly reduces the position or responsibilities of Employee described in
Clause 3 hereof or the compensation or other remuneration of Employee specified
in Clauses 4 and 5 herein above, (ii) requires the Employee to change his
regular work location to another work location more than fifty (50) miles from
Employee's residence as set forth on page 12 of this agreement, (iii) materially
modifies any of the other terms and conditions relating to Employee's employment
with the Company, or (iv) any other material violation by Source of its
obligations under this Agreement. If, however, the cause specified in such
notice is such that there is a reasonable prospect that it can be cured with
diligent effort within ninety (90) consecutive calendar days, Source shall have
ninety (90) consecutive calendar days to cure such cause and Employee's
employment shall continue in effect during such time so long as Source makes
diligent efforts during such time to cure such cause. If such cause shall be
cured by Source during such time, this Agreement shall not
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terminate as a result of the notice which has been given with respect to such
cause. Cure of any cause with or without notice from the Employee shall not
relieve Source from any obligations to the Employee under this Agreement or
otherwise and shall not effect the Employee's rights upon the recurrence of the
same, or the occurrence of any other cause. If such cause shall not be cured
within such time, this Agreement shall terminate upon the expiration of such
time.
(b) Termination Compensation. Upon termination of this Agreement pursuant
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to Section 6(a) hereof, Employee shall be entitled to receive the unpaid
compensation accrued to Employee for performance rendered under this Agreement
as of the date of termination. Further, in the event of termination of this
Agreement pursuant to Section 6(a)(iv) or 6(a)(v), the following provisions
shall apply:
(i) If such termination is within the first twenty-four (24)
months after the effective date of this Agreement, the Company
shall (w) continue to pay to Employee all amounts due to be paid
to the Employee as salary during the twenty-four (24) months
immediately following the date of termination as if Employee were
still an employee of the Company; (x) pay to Employee, within
sixty (60) days after the effective date of termination, an
amount equal to the aggregate amount of performance bonuses
awarded to Employee during the two (2) full fiscal years
immediately preceding the effective date of termination (2); (y)
continue to provide to Employee medical, disability and life
insurance benefits, subject to normal employee contributions, for
twenty-four (24) months following the date of termination as if
Employee were still an employee of the Company and (z) provide
outplacement services, with a nationally-recognized outplacement
firm, to Employee for a period not to exceed twenty-four (24)
months following the date of termination;
(ii) If such termination is later than twenty-four (24) months
after the effective date of this Agreement, the Company shall
(w), continue to pay to Employee all amounts due to be paid to
the Employee as salary (but not performance bonuses) during the
twelve (12) months immediately following the date of termination
as if Employee were still an employee of the Company; (x) pay to
Employee, within sixty (60) days after the effective date of
termination, an amount equal to the aggregate amount of
performance bonuses awarded to Employee during the two (2) full
fiscal years immediately preceding the effective date of
termination divided by two (2); (y) continue to provide to
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Employee medical, disability and life insurance benefits, subject
to normal employee contributions, for twelve (12) months
following the date of termination as if Employee were still an
employee of the Company and (z) provide outplacement services to
Employee, with a nationally-recognized outplacement firm, for a
period not to exceed twelve (12) months following the date of
termination.
(iii) Further, in the event of such termination Company shall
accelerate vesting of stock options awarded under the National
Data Corporation 1997 Employee Stock Option Plan which would have
vested within two (2) years after the date of termination of
Employee's employment hereunder; and
(iv) In the event Employee commences new full-time regular
employment, (x) any payments remaining unpaid under paragraphs
(i) and (ii) immediately above shall be reduced by fifty (50%)
percent and (y) medical, disability and life insurance benefits
provided under paragraphs (i) and (ii) immediately above shall be
discontinued.
7. Confidentiality. All Confidential Information and Trade Secrets (as
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such terms are defined below), and all physical embodiments thereof learned,
received or developed by Employee are confidential to and are and will remain
the sole and exclusive property of Source and NDC and Employee hereby expressly
assigns any and all of his right, title and interest in and to the Confidential
Information and Trade Secrets to Source and NDC. Employee will hold such
Confidential Information and Trade Secrets in trust and strictest confidence,
and will not use, reproduce, distribute, disclose or otherwise disseminate the
Confidential Information or Trade Secrets or any physical embodiments thereof
and may in no event take any action causing or fail to take the action necessary
in order to prevent, any Confidential Information or Trade Secrets known by
Employee to lose its character or cease to qualify as Confidential Information
or Trade Secrets. Upon request by Source or NDC, Employee will promptly deliver
to Source or NDC all property belonging to Source or NDC, including, without
limitation, all Confidential Information and Trade Secrets (and all embodiments
thereof) then in Employee's custody, control or possession.
Employee covenants and agrees that, during his employment hereunder and for
a period of three (3) years immediately following the termination of said
employment, he shall not disclose any Confidential Information or Trade Secret,
other than as necessary in connection with the performance of his duties as an
Employee of Source or NDC, to any person or entity and he shall not make use of
any such Confidential Information or Trade Secret, directly or indirectly, for
himself or others, without the prior written
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consent of Source or NDC. Employee acknowledges that this Agreement is not
intended to, and does not, waive or alter any protection available to Source or
NDC under any applicable federal or state statute or common law regarding the
use and/or disclosure of "trade secrets" as that term is defined under such law.
As used herein, "Confidential Information" means confidential data and
confidential information relating to the business of Source and NDC (which does
not rise to the status of a Trade Secret) which is or has been disclosed to
Employee or of which Employee became aware as a consequence of or through his
employment by Source or NDC or through consulting for Source or NDC and which
has value to Source or NDC and is not generally known to its competitors.
Confidential Information shall not include any data or information that (w) has
been voluntarily disclosed to the public by Source or NDC, (x) has been
independently developed and disclosed to the public by others (y) otherwise
enters the public domain through lawful means, or (z) is lawfully and rightfully
disclosed to Employee following the date hereof by another party. As used
herein, "Trade Secrets" means business or technical information of Source and
NDC, including but not limited to a formula, pattern, program, device,
compilation of information, method, technique, or process that: (A) derives
independent actual or potential commercial value from not being generally known
or readily ascertainable through independent development or reverse engineering
by persons who can obtain economic value from its disclosure or use; and (B) is
the subject of efforts that are reasonable under the circumstances to maintain
its secrecy. Trade Secrets shall specifically include, without limitation,
information relating to the design, manufacture, application, know-how, research
and development relating to Source's or NDC's present, past or prospective
products and/or computer programs.
8. Noncompetition and Nonsolicitation. During his employment hereunder,
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and for a period of 12 months thereafter (six months if terminated by Source
without cause), Employee agrees that he will not do any of the following without
Source's prior written consent:
(a) Directly or indirectly, own; manage; control; participate in the
management, operation or control of; or be employed by or consult with in a
capacity similar to that in which he is employed by Source; any person or entity
(except as an employee of Source or any of its affiliated companies) which is
engaged in the Business, including, without limitation, Cognizant Corporation,
PCS Health Systems, ZS Inc., HPR, Health Products Research, Inc. HCIA and HBO &
Co., Inc. For purposes of this Agreement, "Business" means (I) the current
business of Source, including, without limitation, the development, use or
exploitation of pharmaceutical prescription databases for one or more of the
following activities: (i) management of sales forces; (ii) measurement of sales
force performance or product performance; and (iii) creation of physician
profiles for targeting purposes and (II) the business of Source as it exists on
the
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expiration or earlier termination of this Agreement. The restrictions and
prohibitions of this paragraph shall be applicable to Employee only in the Area.
For purposes of this Agreement, the "Area" is the geographic territory set forth
in Attachment A hereto. Nothing herein will preclude Employee, however, from
being a shareholder of 1% or less of a public company.
(b) Directly or indirectly solicit any Customer for the purpose of selling
or providing pharmaceutical data warehousing, collection or analysis products or
services if, at the time of said solicitation, Source is still engaged in the
sale, manufacture or design of that type of good or service. For purposes of
this Agreement, "Customer" means any person or entity (1) who has been a
customer of Source or NDC at any time during the 12 months preceding the
termination of Employee's employment hereunder and (2) with whom Employee had
contact on Source's behalf during the 12 months preceding the termination of
Employee's employment hereunder;
(c) Influence or attempt to influence any employee or any person who has
been an employee of Source at any time within 12 months preceding such action to
terminate his or her employment for the purpose of working for a competitive
Business; or
(d) Request or cause or attempt to cause any supplier of Source to alter,
cancel or terminate any business relationship with Source.
9. Rights to Materials. All records, files, memoranda, reports, price lists,
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customer lists, drawings, plans, sketches, documents, and the like (together
with all copies thereof) relating to Source or NDC, which Employee shall use or
prepare or come in contact with in the course of, or as a result of, his
employment shall, as between the parties hereto, remain the sole property of
Source or NDC respectively. Upon the termination of his employment or upon the
prior demand of Source or NDC, Employee shall immediately return all such
materials and shall not thereafter cause removal thereof from the premises of
Source or NDC.
10. Inventions, Discoveries and Improvements. All inventions, discoveries and
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improvements, whether patentable or unpatentable, made, devised or discovered by
Employee, whether by himself or jointly with others, during his employment,
which relate or pertain in any way to the business of Source or NDC, shall inure
to the benefit of Source or NDC and become and remain its sole and exclusive
property. Employee agrees to execute an assignment to Source or NDC or its
nominee of his entire right, title and interest in and to such inventions,
discoveries and improvements, and to execute any other instruments and documents
that may be requested by Source or NDC for the
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purpose of applying for and obtaining patents with respect thereto in the United
States and in all foreign countries. Employee further agrees, whether or not in
the employ of Source or NDC, to cooperate to the extent and in the manner
reasonably requested by Source or NDC in the prosecution or defense of any
patent claims or any litigation or other proceedings involving any such
inventions, discoveries, or improvements.
11. Works Made for Hire. Source and Employee acknowledge that in the course of
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Employee's employment by Source or NDC, Employee may from time to time create
for Source or NDC copyrightable works. Such works may consist of manuals,
pamphlets, instructional materials, computer programs, films, tapes or other
copyrightable material, or portions thereof, and may be created within or
without Source's or NDC's facilities and before, during or after normal Source
or NDC hours. All such works related to or useful in the business of Source or
NDC are specifically intended to be works made for hire by Employee shall
cooperate with Source or NDC in the protection of Source's or NDC's copyrights
therein and, to the extent deemed desirable by Source or NDC, the registration
of such copyrights.
12. Withholding. Notwithstanding any term or provision of this Agreement, all
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amounts payable by Source hereunder shall be subject to withholding of such sums
related to taxes, garnishments or other legal obligations as Source may
reasonably determine it should withhold pursuant to applicable law, regulation,
decree or judgment.
13. Litigation Expenses. In the event of a lawsuit by either party to enforce
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the provisions of this Agreement, the prevailing party shall be entitled to
receive reasonable costs, expenses and attorney's fees from the other party.
14. Contents of Agreement; Manuals and Assignments.
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(a) Entire Agreement; Amendment. This Agreement supersedes and voids all
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prior agreements and sets forth the entire understanding among the parties
hereto with respect to the subject matter hereof and cannot be changed,
modified, extended or terminated except upon written amendment approved by
Employee, Source and NDC and executed on Source's and NDC's behalf by a duly
authorized officer.
(b) Policy. Employee acknowledges that, from time to time, Source may
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establish, maintain and distribute employee manuals or handbooks or personnel
policy manuals, and officers or other representatives of Source may make written
or oral statements relating to personnel policies and procedures. Such manuals,
handbooks and statements are intended only for general guidance. No policies,
procedures or statements of any nature by or on behalf of Source (whether
written or oral, and whether or not contained in any employee manual or handbook
or personnel policy manual), and no acts
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or practices of any nature, shall be construed to modify this Agreement or to
create express or implied obligations of any nature to Employee.
(c) Assignment. All of the terms and provisions of this Agreement shall be
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binding upon and inure to the benefit of and be enforceable by the respective
heirs, executors, administrators, legal representatives, successors and assigns
of the parties hereto, except that the duties and responsibilities of Employee
hereunder are of a personal nature and shall not be assignable or delegatable in
whole or in part by Employee.
15. Survival. Notwithstanding the expiration or termination of this Agreement
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for any reason whatsoever, Employee's obligations under Sections 7, 8, 9, 10, 11
and 12 hereof shall survive such expiration or termination and shall remain in
full force and effect to the extent required to give full effect to the
covenants and agreements contained in such sections, and the provisions for
equitable relief against Employee hereof shall continue in force.
16. Miscellaneous.
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(a) Waiver; Delay. No remedy conferred upon Source, NDC or Employee by
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this Agreement is intended to be exclusive of any other remedy, and each and
every such remedy shall be cumulative and shall be in addition to any other
remedy given hereunder or now or hereafter existing at law or in equity. No
delay or omission by Source, NDC or Employee in exercising any right, remedy or
power hereunder or existing at law or in equity shall be construed as a waiver
thereof, and any such right, remedy or power may be exercised by Source, NDC or
Employee from time to time and as often as may be deemed expedient or necessary
by Source, NDC or Employee in its sole discretion.
(b) General Severability. The invalidity or unenforceability of any
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particular provision of this Agreement shall not affect the other provisions of
this Agreement and this Agreement shall be construed in all respects as if such
invalid or unenforceable provision were omitted.
(c) General Entitlement to Equitable Relief. The Employee acknowledges and
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agrees that if a violation of any covenant contained in Sections 7, 8, 9, 10 or
11 occurs or is threatened, such violation or threatened violation will cause
irreparable injury to Source, that Source's remedy at law for any such violation
or threatened violation or any other breach of Employee's covenants and
agreements under this Agreement will be inadequate, and that Source shall be
entitled to appropriate equitable relief with respect thereto. The Employee
further acknowledges and agrees,
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however, that Source shall have the right to seek a remedy at law as well as or
in lieu of equitable relief in the event of any such violation, threatened
violation or breach.
(d) Headings. The headings and captions used in this Agreement are
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for convenience or reference only, and shall in no way define, limit, expand or
otherwise affect the meaning or construction of any provision of this Agreement.
(e) Notice. Any notice required or permitted to be given pursuant to
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this Agreement shall be deemed sufficiently given when delivered in person or
when deposited in the United States mail, registered or certified mail, postage
prepaid, addressed as follows:
If to Source, to: Source Informatics, Inc.
2394 E. Camelback Road
Phoenix, Arizona 85016
Attn: President
If to Employee, to: Robert Brown
2394 E. Camelback Road
Phoenix, Arizona 85016
If to NDC, to: National Data Corporation
National Data Plaza
Atlanta, Georgia 30329
Attn: Office of Corporate Secretary
Any party may by written notice change the address to which notices to
such party are to be mailed.
(f) Counterparts. This agreement may be executed in any number of
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counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same Agreement.
(g) Governing Law. This Agreement shall be governed by and
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interpreted under the laws of Arizona without giving effect to any conflict of
laws provisions.
17. Guarantee. NDC hereby, irrevocably and unconditionally, guarantees
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the prompt performance of all obligations of Source to the Employee hereunder.
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IN WITNESS WHEREOF, Employee and Source have executed and delivered this
Agreement on the date first above written.
SOURCE:
SOURCE INFORMATICS INC.
By: /s/ E. Michael Ingram
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Title:__________________________________
EMPLOYEE:
/s/ Robert R. Brown
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(SEAL)
NDC:
NATIONAL DATA CORPORATION
By: /s/ E. Michael Ingram
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Title:__________________________________
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ATTACHMENT A
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For purposes of this Agreement, the "Restricted Territory" consists of the
following States and/or territories: Alabama, Alaska, Arkansas, Arizona,
California, Colorado, Connecticut, Delaware, District of Columbia, Florida,
Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana,
Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri,
Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York,
North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode
Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia,
Washington, West Virginia, Wisconsin, Wyoming.
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