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EXHIBIT 10.46
FOURTH AMENDMENT
TO
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
THIS FOURTH AMENDMENT (the "Fourth Amendment") is made effective as of
February 24, 2000, by PER-SE TECHNOLOGIES, INC., a Delaware corporation
formerly known as Medaphis Corporation (the "Company").
W I T N E S S E T H
WHEREAS, the Company has previously adopted the Per-Se Technologies
Non-Employee Director Stock Option Plan, as amended (the "Plan");
WHEREAS, the Board of Directors of the Company has duly authorized and
approved, subject to the approval of the Company's stockholders, the Third
Amendment to the Plan increasing the number of shares authorized to be issued
under the Plan to 283,333 shares;
WHEREAS, the Board of Directors of the Company has duly authorized an
amendment of the Plan to grant the Board discretion in determining the number
of shares to be granted to non-employee directors of the Company and, subject
to approval by the Company's stockholders of the increase in shares authorized
to be issued under the Plan, to increase the initial and annual grants of
options to non-employee directors to 10,000 shares each, subject to the Board's
discretion to increase or decrease such awards from time to time or at any time
and to provide for a special one-time grant to existing directors in light of
the increase in the initial grant;
NOW, THEREFORE, Section 1 of the Plan is amended by deleting the last
sentence thereof and substituting in lieu thereof the following:
"This Plan is intended to comply with Rule 16b-3."
FURTHER, the Plan is hereby amended by deleting Section 2 of the Plan
in its entirety and substituting in lieu thereof the following:
2. Administration. This Plan shall be administered by
the Board of Directors of the Company (the "Board"). The Board shall
have no authority, discretion or power to select the Non-Employee
Directors who will receive options (the "Options") to purchase shares
of voting common stock, par value $.01 per share, of the Company (the
"Common Stock") hereunder or to set or re-set the exercise price of
such Option or the period within which such Option may be exercised,
except in the sense of administering this Plan pursuant to its express
terms. The Board shall have the authority, discretion and power to set
the number of shares of Common Stock to be covered by each Option
granted hereunder, and to set the timing of the grant of any option
hereunder and to make
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special grants in addition to the initial and annual grants from time
to time and at any time. Subject to the foregoing and the provisions
of Section 16b) of the Exchange Act, and Rule 16b-3, the Board shall
have the authority to interpret and construe the provisions of this
Plan and of any agreements issued hereunder and make determinations
pursuant to any Plan provision or agreement. The Board shall interpret
and administer the provisions of this Plan or any agreement issued
hereunder in a manner consistent with the intentions referred to in
Section 1 hereof and any provisions of this Plan or any such agreement
inconsistent therewith shall be inoperative and shall not affect the
validity of this Plan. The Board shall have the power to place
transfer and other restrictions on the Options as may be required by
federal and state securities laws. Each interpretation, determination
or other action made or taken pursuant to the Plan by the Board shall
be final, conclusive and binding on all persons.
FURTHER, the Plan is hereby amended by deleting the figure 5,000 in
the first line of Section 5(b)(1) of the Plan and substituting in lieu thereof
the figure 10,000.
FURTHER, the Plan is hereby amended by deleting Section 5(b)(2) in its
entirety and substituting in lieu thereof the following:
(2) Annual Grants. An Option to purchase 10,000 Shares or
such other number of Shares as the Board may determine in its
discretion (an "Annual Grant") shall be granted each year immediately
following the Annual Meeting, or at such other time as the Board in
its discretion may determine, to each Non-Employee Director serving as
such, other than a Non-Employee Director then receiving an Initial
Grant under Section 5(b)(1)(ii)(1) hereof.
FURTHER, the Plan is hereby amended by adding to Section 5(b) a new
subsection 5(b)(3) as follows:
(3) Special Grant. An Option to purchase 10,000 Shares
shall be granted to each Director eligible to participate in this Plan
as of February 24, 2000, such Option to be granted as of such date
with an exercise price equal to the average of the Fair Market
Values of the Common Stock for the five (5) trading days prior to
February 24, 2000.
provided, however, that the increase in the Initial and Annual Grants and the
Special Grant reflected in the foregoing amendment shall be subject to and
conditioned upon approval by the stockholders of the Company at the 2000 Annual
Meeting of Stockholders or any adjournment thereof of the increase in shares
available for grant reflected in the Third Amendment to the Plan.
FURTHER, except as specifically amended by this Fourth Amendment, the
Plan shall remain in full force and effect as prior to this Fourth Amendment.
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IN WITNESS WHEREOF, the Company has caused this Fourth Amendment to be
executed as of the day and year first above written.
PER-SE TECHNOLOGIES, INC.
By: /s/ ALLEN W. RITCHIE
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Allen W. Ritchie, President and
Chief Executive Officer
ATTEST:
By: /s/ RANDOLPH L. M. HUTTO
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Randolph L. M. Hutto
Secretary