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EXHIBIT 10.37
AMENDMENT NUMBER 1
TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT NUMBER 1 to that certain Employment Agreement, dated
November 19, 1996, by and between Per-Se Technologies, Inc., formerly known as
Medaphis Corporation, a Delaware corporation (the "Company"), and David E.
McDowell (the "Employee") is made and entered into this 21st day of October
1999.
STATEMENT OF BACKGROUND INFORMATION
The Company and the Employee entered into that certain Employment
Agreement, dated November 19, 1999 (the "Agreement"), providing, among other
things, for the employment of the Employee as Chairman of the Board and Chief
Executive Officer of the Company. Employee is currently serving in the capacity
of Chairman of the Board of the Company and is providing strategic planning and
corporate development services to the Company.
The Company and the Employee desire to amend the Agreement to extend
the term, adjust the Employee's annual salary, reflect a change in Employees
duties and make such other changes, deletions or additions as the parties may
agree.
Capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Agreement.
STATEMENT OF AGREEMENT
In consideration of the mutual covenants, promises and conditions set
forth herein and in the Agreement, the parties agree to amend the Agreement as
follows:
1. The second paragraph under "Statement of Background
Information" is deleted in its entirety.
2. The fourth paragraph under "Statement of Background
Information" is amended by deleting the phrase "the Subrogation Business" from
the definition of the Business.
3. Section 2, "Duties of Employee" is deleted in its entirety
and the following new Section 2 is substituted in lieu thereof:
2. Duties of Employee. Employee agrees to provide to
management of the Company and the Board such services, including, but
not limited to, strategic planning, corporate development and
corporate governance advice, as management of the Company or the Board
may reasonably request. Employee shall report to the Board. Employee
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acknowledges and agrees that the compensation provided for in
Paragraph 5 of this Agreement shall be for services provided to the
Company in his capacity as an employee of the Company without regard
to his position as Chairman of the Board and that his position as
Chairman of the Board, or a position as a member of the Board if not
the Chairman, does not entitle Employee to any additional
compensation.
4. Section 3 "Term" is deleted in its entirety and the following
new Section 3 substituted in lieu thereof:
3. Term. The term of this Agreement will be for a period
of six (6) years commencing on October 21, 1999 and expiring on the
sixth anniversary of such date, subject to earlier termination as
provided for in Section 4.
5. Section 4(b) is amended by deleting the phrase "November 19,
2001" and substituting in lieu thereof the phrase "October 21, 2005."
6. Section 4(e)(4) is amended by deleting the phrase "November
19, 2001" and substituting in lieu thereof the phrase "October 21, 2005."
7. Section 5 is amended by deleting each of subsection (a)
"Signing Incentive," subsection (g) "Relocation Expenses" and subsection (h)
"Tax Gross-Up Payment" in its entirely and renumbering the remaining
subsections of Section 5 as appropriate.
8. Renumbered Section 5(a) (formerly 5(b)) is amended by deleting
the phrase "Three Hundred Thousand Dollars" and substituting in lieu thereof
the phrase "One Hundred Thousand Dollars."
9. Renumbered Section 5(b) (formerly 5(c)) is amended by deleting
the last two sentences in the subsection in their entirety and substituting in
lieu thereof the following:
In addition to any other rights provided Employee under the
Amended and Restated Medaphis Corporation Non-Qualified Stock
Option Plan or in the stock option agreements evidencing the
awards contemplated by this Section 5, if an Employee Event
(as defined herein) shall occur, then Employee shall be
deemed to continue as an "employee of the Company" (within
the meaning of the Amended and Restated Medaphis Corporation
Non-Qualified Stock Option Plan) until October 21, 2005 for
the purposes of: (i) continued vesting of the stock option
awards set forth in this Section 5(b) and the options so
awarded shall not expire or terminate prior to the later of
the ninetieth day following said date and the expiration date
otherwise applicable under the Amended and Restated Medaphis
Corporation Non-Qualified Stock Option Plan; and (ii)
determining the exercise period of such options and the
options so awarded shall remain
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exerciseable until the ninetieth day following said date. For
purposes of this Section 5(b), an "Employee Event" shall be
deemed to occur upon: (x) Employee's termination of this
Agreement pursuant to the provisions of Section 4(b) hereof;
or (y) involuntary termination of Employee by the Company for
any reason other than as set forth in Section 4(a) hereof.
10. Section 16 is amended by deleting the notice address specified
for the Company and substituting in lieu thereof the following notice address:
2840 Mt. Wilkinson Parkway
Suite 300
Atlanta, Georgia 30339
Attn: General Counsel
Except as specifically amended herein, the Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment
Number 1 to the Agreement as of the day and year first above written.
PER-SE TECHNOLOGIES, INC. EMPLOYEE
By: /s/ ALLEN W. RITCHIE /s/ DAVID E. MCDOWELL [L.S.]
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Allen W. Ritchie David E. McDowell
President and Chief Executive Officer