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Exhibit 10.46
EMPLOYMENT AGREEMENT
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This Employment Agreement (the "Agreement") is made and entered into this
5th day of June, 1998, and between MEDAPHIS CORPORATION, a Delaware corporation
(the "Company"), and FRANK B. MURPHY, a resident of the State of Georgia (the
"Employee").
Statement of Background Information
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The Company through its Services Division, or otherwise, renders to hospitals,
physicians, and/or other healthcare organizations and providers: (a) billing
services, accounts receivable management services, collection services,
electronic claims services, financial management services, and practice and
facilities management services; (b) eligibility verification and certification
for Medicaid, Medicare and other healthcare assistance programs; (c) filing and
other medical claims securitization services; (d) medical coverage information
services; (e) medical and insurance claims monitoring and tracking services;
(f) physician practice management services; (g) physician network management
services; and (h) managed care services (collectively, the "Business").
Statement of Agreement
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In consideration of the mutual covenants, promises and conditions set forth
in this Agreement, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Employment. The Company hereby employs Employee and Employee hereby
accepts such employment upon the terms and conditions set forth in this
Agreement. For purposes of Sections 7 and 8 of this Agreement (but not for any
other purpose), "employment" shall mean any period of time during which the
Company is paying the Employee salary, wages, or any other amounts, whether or
not the Employee is currently performing services for the Company at the time of
such payment; provided however, that in the event Employee is terminated without
cause by the Company, the restrictive covenant periods contained in Section 7
and 8 of this Agreement shall begin to run from the date of Employees's
termination.
2. Duties of Employee. Employee's title will be Senior Vice
President-Physician Management of the Company, reporting to the Chief Operating
Officer. Employee agrees to perform and discharge such other duties as may be
assigned to Employee from time to time by the Company to the reasonable
satisfaction of the Company. Employee also agrees to comply with all applicable
Company policies, standards and regulations as promulgated by the officers of
the Company, and to follow the instructions and directives of Employee's
superiors within the Company. Employee will devote Employee's full professional
and business-related time, skills and best efforts to such duties and will not,
during the term of this Agreement, be engaged (whether or not during normal
business hours) in any other business or professional activity, whether or not
such activity is pursued for gain, profit or other pecuniary advantage, without
the prior written consent of the Chief Operating Officer of the Company, which
consent will not be
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unreasonably withheld. This Section will not be construed to prevent Employee
from (a) investing personal assets in businesses which do not compete with the
Company in such form or manner that will not require any services on the part of
Employee in the operation or the affairs of the companies in which such
investments are made and in which Employee's participation is solely that of an
investor; (b) purchasing securities in any corporation whose securities are
listed on a national securities exchange or regularly traded in the over-the
counter market, provided that Employee at no time owns, directly or indirectly,
in excess of one percent (1%) of the outstanding stock of any class of any such
corporation engaged in a business competitive with that of the Company; or (c)
participating in conferences, preparing and publishing papers or books or
teaching, so long as the Chief Operating Officer of the Company approves such
participation, preparation and publication or teaching prior to Employee's
engaging therein.
3. Term. The term of this Agreement will be for a period of two (2) years
commencing as of June 16, 1998 and expiring on the second anniversary thereof,
subject to earlier termination as provided for in Section 4 of this Agreement.
This Agreement shall be automatically renewed for successive one (1) year
periods at the end of the initial two year term, unless either party gives
notice to the other of its intent to terminate this Agreement not less than
sixty (60) days prior to the commencement of any such one year period. In the
event such notice is properly and timely given, this Agreement shall terminate
at the end of the initial term or one year period in which such notice is given
(i) without further payment by or obligation on the part of the Company is such
notice is given by Employee; or (ii) subject to Section 4, below, if such notice
is given by the Company.
4. Termination.
(a) Termination by Company for Cause. Not withstanding anything
contained in Section 3 to the contrary, the Company may terminate this Agreement
and all of its obligations hereunder immediately if any of the following events
occur:
(i) Employee materially breaches any of the terms or conditions
set forth in this Agreement and fails to cure such breach within ten
(10) days after Employees's receipt from the Company of written notice
of such breach (notwithstanding the foregoing, no cure period shall be
applicable to breaches by Employee of Sections 6, 7 or 8 of this
Agreement);
(ii) Employees engages in illegal acts related to his employment
or the conduct of the Company's business or in dishonest activities
or commits or is convicted of any crime involving fraud, deceit or
moral turpitude; or
(iii) Employee dies or becomes mentally or physically
incapacitated or disabled so as to be unable adequately to perform
Employee's duties under this Agreement. Without limiting the
generality of the foregoing. Employee's inability adequately to
perform services under this Agreement for a period of sixty (60)
consecutive days will be conclusive evidence of such mental or
physical incapacity or disability, unless such inability adequately to
perform services under
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this Agreement is pursuant to a mental or physical incapacity or
disability covered by the Family Medical Leave Act, in which case such
sixty (60)-day period shall be extended to a one hundred and twenty
(120)-day period.
(b) Termination by Company Without Cause. Notwithstanding anything
contained in Section 3 to the contrary, the Company may terminate Employee's
employment pursuant to this Agreement without cause upon at least thirty (30)
days' prior written notice to Employee. In the event Employee's employment with
the Company is terminated by the Company without cause, the Company shall pay
to Employee his then-current monthly salary multiplied by the greater of (i)
the number of months remaining in the initial or any extended term of this
Agreement and (ii) twelve (12) and shall pay to Employee monthly an amount
equal to the difference between the monthly cost to Employee of medical, dental
and vision coverage at the levels at which Employee is participating on the
date of termination and the monthly cost to Employee of COBRA coverage for the
lesser of: (i) eighteen months; and (ii) the greater of (y) the number of
months remaining in the initial or any extended term of this Agreement; and (z)
twelve (12). The Company shall also pay to Employee any earned but unpaid
incentive compensation to the extent that such incentive compensation is
payable after termination under the terms of the applicable plan.
(c) Termination by Employee for Good Reason. Notwithstanding anything
contained in Section 3 of this Agreement to the contrary, Employee may
voluntarily terminate his employment following the occurrence of events
constituting "Good Reason" for his voluntary termination of employment. For
purposes of this Agreement, "Good Reason" is defined as: (i) a material
reduction (greater than 10%) in Employee's annual base salary; (ii) a change in
Employee's work location to a work location more than fifty (50) miles from
Employee's initial work location, except for required travel on the Company's
business to an extent consistent with Employee's position and then current
business travel obligations; (iii) an assignment to any duties inconsistent in
any material adverse respect with Employee's position, duties or
responsibilities, other than an insubstantial and inadvertent act that is
remedied by the Company promptly after receipt of notice thereof given by
Employee; or (iv) the failure by the Company to continue any material benefit
or compensation plan in which Employee is participating unless Employee is
provided with comparable benefits; (v) the material breach by the Company of
any of the terms or conditions set forth in this Agreement, after written
notice and a ten (10) day opportunity to cure has been given to the Company; or
(vi) the Company fails to grant either the options to purchase 50,000 shares of
the Company's common stock referred to in Section 5(c) below within ninety (90)
days of the date of this Agreement or the options to purchase an additional
25,000 shares of Company common stock referred to in such Section within ninety
(90) days of the date on which such options are earned pursuant to such
Section. In the event that Employee terminates his employment for Good Reason,
such termination shall be deemed to be a termination by the Company without
cause and Employee will be entitled to receive the payments specified in Section
4(b), above.
(d) Change in Control. In the event there is a Change in Control (as
defined herein) of Medaphis Corporation and (A) Employee's employment is
terminated by the Company without cause within one (1) year following any such
Change in Control; (B) if Employee's
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employment is terminated by the Company at the request of or pursuant to an
agreement with a third party who has taken steps reasonably calculated to
effect a Change in Control; (C) if Employee's employment is terminated by the
Company in connection with or in anticipation of a Change in Control; or (D) if
Employee voluntarily terminates his employment for Good Reason (as defined
above) within one (1) year following any action taken by the Company at the
request of or pursuant to an agreement with a third party who has taken steps
reasonable calculated to effect a Change in Control or any action taken by the
Company in connection with or in anticipation of a Change in Control, in each
case which action constitutes Good Reason, Employee will be entitled to receive
severance payments equal to the greater of: (1) one year of salary continuation
at Employee's then current base salary, or (2) those payments due and owing to
Employee under the remaining term of this Agreement. For purposes of this
Agreement, a "change in control" of Medaphis Corporation shall be deemed to
occur upon any of the following:
(i) a consolidation or merger of Medaphis Corporation with or into any
other corporation, or any other entity or person, other than a wholly-owned
subsidiary of Medaphis Corporation, excluding any transaction in which
stockholders of Medaphis Corporation prior to the transaction will maintain
voting control or own at least 50% of the resulting entity after the
transaction;
(ii) any corporate reorganization, including an exchange offer, in
which Medaphis Corporation shall not be the continuing or surviving entity
resulting from such reorganization, excluding any transaction in which
stockholders of Medaphis Corporation prior to the transaction will maintain
voting control or own at least 50% of the resulting entity after the
transaction; or
(iii) the sale of a substantial portion of Medaphis Corporation's
assets, which shall be deemed to occur on the date that any one person, or
more than one person acting as a group, acquires (or has acquired during
the 12-month period ending on the date of the most recent acquisition by
such person or persons) assets from Medaphis Corporation that (a) have a
total fair market value equal to more than 50% of the total fair market
value of all the assets of Medaphis Corporation immediately prior to such
acquisition or acquisitions, or (b) represents a majority of the common
stock of any subsidiary of Medaphis Corporation, the revenues of which, in
the most recent fiscal year, represent more than 75% of the consolidated
gross revenues of Medaphis Corporation and its subsidiaries.
Notwithstanding the foregoing, a transfer of assets or common stock in a
subsidiary by Medaphis Corporation will not be treated as a sale of a
substantial portion of Medaphis Corporation's assets if the assets are
transferred to an entity, 50% or more of the total value or voting power of
which is owned, directly or indirectly, by Medaphis Corporation.
5. Compensation and Benefits.
(a) Annual Salary. During the first year of this Agreement and for
all services rendered by Employee under this Agreement, the Company will pay
Employee a base salary of
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One Hundred Eighty Thousand Dollars and No/100 ($180,000.00) per annum in
payable in accordance with the Company's payroll practices as in effect from
time to time (in equal bi-weekly installments as of the date of this
Agreement); provided, however, that upon the effectiveness of the second
transaction pursuant to which the Company obtains a controlling interest in the
provision of services as a physician network manager or a significant equity
position in the provision of services as a physician practice manager,
Employee's base salary will be increased to Two Hundred Thousand and No/100
Dollars ($200,000.00), effective as of the date of such implementation. After
the first year of this Agreement, Employee's then current annual base salary
will be subject to adjustments by any increases given in the normal course of
business in accordance with the Company's standard practices.
(b) Incentive Compensation. Employee shall be eligible to participate in
the Medaphis Corporation and its Subsidiary Corporations Incentive Compensation
Plan for 1998 and for 1999 at a participation category of Eighty Percent (80%)
of Employee's base salary as set forth in Section 5(a), above, payable upon the
achievement by the Company and the Management Service Organization of certain
performance and at the discretion of the Board of Directors of the Company.
(c) Stock Options. Upon the approval of the Compensation Committee of the
Company's Board of Directors, which approval shall be as soon as practicable
after the execution of this Agreement, the Company will issue to Employee,
effective as of the date approved by the Compensation Committee of the Company's
Board of Directors, options to purchase 50,000 shares of Medaphis common stock
pursuant to the terms and conditions of the appropriate Medaphis stock option
plan (the "Stock Option Plan"). Such options shall vest at the rate of
thirty-three and one-third percent (33.33%) per year over the three year period
beginning on the date of grant of such options. Such options will vest in full
immediately upon the occurrence of certain change in control events outlined in
the Stock Option Plan. Upon the effectiveness of the second transaction pursuant
to which the Company obtains a controlling interest in the provision of services
as a physician network manager or a significant equity position in the provision
of services as a physician practice manager, the Company will issue, as soon as
practicable after approval of the Compensation Committee of the Company's Board
of Directors, options to purchase an additional 25,000 shares of Medaphis common
stock pursuant to the Stock Option Plan. Employee shall be considered for
additional grants of options to purchase shares of Medaphis common stock in a
manner that is consistent with other senior officers of the Company. However,
nothing in this Agreement shall give rise to a contractual right to Employee to
receive grants of stock options of Medaphis. Further, Medaphis has no obligation
to Employee to create parity with any other Medaphis executives with respect to
any options granted to such other executives.
(d) Other Benefits. Employee will be entitled to such fringe benefits as
may be provided from time-to-time by the Company to its employees, including,
but not limited to, group health insurance, life and disability insurance,
vacations and any other fringe benefits now or hereafter provided by the
Company to its employees, if and when Employee meets the eligibility
requirements for any such benefit. Employee shall be entitled to four (4) weeks
of vacation per calendar year (prorated for 1998), which
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vacation shall not carryover or accumulate year to year. The Company reserves
the right to change or discontinue any employee benefit plans or programs now
being offered to its employees; provided, however, that all benefits provided
for employees of the same position and status as Employee will be provided to
Employee on an equal basis.
e) Business Expenses. Employee will be reimbursed for all
reasonable expenses incurred in the discharge of Employee's duties under this
Agreement pursuant to the Company's standard reimbursement policies.
f) Withholding. The Company will deduct and withhold from the
payments made to Employee under this Agreement, state and federal income taxes,
FICA and other amounts normally withheld from compensation due employees.
g) Signing Bonus. As soon as reasonable practicable after
execution of this Agreement, the Company will pay a signing bonus of
Twenty-five Thousand and No/100 Dollars ($25,000.00) to Employee, subject to
normal withholding. If Employee is still employed by the Company on the first
anniversary of this Agreement, or, if not so employed, Employee's termination
was not for "cause," as provided in Section 5(a), Company will pay an
additional signing bonus of Twenty-five Thousand and No/100 Dollars
($25,000.00), subject to normal withholding.
6. Non-Disclosure of Proprietary Information. Employee recognizes and
acknowledges that the Trade Secrets (as defined below) and Confidential
Information (as defined below) of the Company and its affiliates and all
physical embodiments thereof (as they may exist from time-to-time,
collectively, the "Proprietary Information") are valuable, special and unique
assets of the Company's and its affiliates' businesses. Employee further
acknowledges that access to such Proprietary Information is essential to the
performance of Employee's duties under this Agreement. Therefore, in order to
obtain access to such Proprietary Information, Employee agrees that Employee
shall hold in confidence all Proprietary Information and will not reproduce,
use, distribute, disclose, publish or otherwise disseminate any Proprietary
Information, in whole or in part, and will take no action causing, or fail to
take any action necessary to prevent causing, any Proprietary Information to
lose its character as Proprietary Information, nor will Employee make use of
any such information for Employee's own purposes or for the benefit of any
person, firm, corporation, association or other entity (except the Company and
its affiliates) under any circumstances, except in each case with the prior
written consent of the Company.
For purposes of this Agreement, the term "Trade Secrets" means
information, including, but not limited to, any technical or non-technical
data, a formula, pattern, compilation, program, device, method, technique,
drawing, process, financial data, financial plan, product plan, list of actual
or potential customers or suppliers, or other information similar to any of the
foregoing, which derives economic value, actual or potential, from not being
generally known to, and not being readily ascertainable by proper means by,
other persons who can derive economic value from its disclosure or use. The
term "Confidential Information" means any and all data or information of the
Company or its affiliates, other than Trade Secrets, which is valuable to the
Company or its affiliates and which is not generally known to competitors of
the Company or its
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affiliates. The provisions of this Section 6 will apply during Employee's
employment by the Company and for a two (2)-year period thereafter with respect
to Confidential Information, and during Employee's employment by the Company and
at any and all times thereafter with respect to Trade Secrets. These
restrictions will not apply to any Proprietary Information that is in the public
domain, provided that Employee was not responsible, directly or indirectly, for
such Proprietary Information entering the public domain without the Company's
prior written consent. This Section 6, along with Sections 7, 8, 9, 10, 11 and
12 of this Agreement, shall survive termination of this Agreement. Nothing in
this Agreement shall diminish the rights of the Company and its affiliates
regarding the protection of trade secrets pursuant to applicable Georgia law.
7. A. Non-Competition Covenant. During Employee's employment by the
Company and for a period of two (2) years following any termination of
Employee's employment for whatever reason, Employee will not, directly or
indirectly, on Employee's own behalf or in the service of or on behalf of any
other individual or entity, compete with the Company within the Geographical
Area (as hereinafter defined). The term "compete" means to engage in, have any
equity or profit interest in, make any loan to or for the benefit of, or render
any services of any kind to, directly or indirectly, on Employee's own behalf or
in the service of or on behalf of any other individual or entity, either as a
proprietor, employee, agent, independent contractor, consultant, director,
officer, partner or stockholder (other than a stockholder of a corporation
listed on a national securities exchange or whose stock is regularly traded in
the over-the-counter market, provided that Employee at no time owns, directly or
indirectly, in excess of one percent (1%) of the outstanding stock of any class
of any such corporation) any business which provides Business products or
services. For purposes of this Agreement, the term "Geographical Area" means the
territory located within a seventy-five (75) mile radius of each facility for
which Employee has management responsibility during Employee's employment with
the Company.
B. Non-Solicitation of Clients Covenant. Employee agrees that during
Employee's employment by the Company and for a period of two (2) years following
the termination of Employee's employment for whatever reason, Employee will not,
directly or indirectly, on Employee's own behalf or in the service of or on
behalf of any other individual or entity, divert, solicit or attempt to solicit
any individual or entity (i) who is a client of the Company at any time during
the six (6)-month period prior to Employee's termination of employment with the
Company ("Client"), or was actively sought by the Company as a prospective
client, and (ii) with whom Employee had material contact while employed by the
Company to provide Business services or products to such Clients or prospects.
C. Construction. The parties hereto agree that any judicial
authority construing all or any portion of this Section 7 or Section 8 below
may, if it chooses, sever any portion of the Geographical Area, client base,
prospective relationship or prospect list or any prohibited business activity
from the coverage of such Section and to apply the provisions of such Section to
the remaining portion of the Geographical Area, the client base or the
prospective relationship or prospect list, or the remaining business activities
not so severed by such judicial authority. In addition, it is the intent of the
parties that the judicial authority may, if it chooses, replace each such
severed provision with a provision as similar in terms to such severed
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provision as may be possible and be legal, valid and enforceable. It is the
intent of the parties that Sections 7 and 8 be enforced to the maximum extent
permitted by law. In the event that any provision of either such Section is
determined not to be specifically enforceable, the Company shall nevertheless be
entitled to bring an action to seek to recover monetary damages as a result of
the breach of such provision by Employee.
8. Non-Solicitation of Employees Covenant. Employee further agrees and
represents that during Employee's employment by the Company and for a period of
two (2) years following any termination of Employee's employment for whatever
reason, Employee will not, directly or indirectly, on Employee's own behalf or
in the service of, or on behalf of any other individual or entity, divert,
solicit or hire away, or attempt to divert, solicit or hire away, to or for any
individual or entity which is engaged in providing Business services or
products, any person employed by the Company for whom Employee had supervisory
responsibility or with whom Employee had material contact while employed by the
Company, whether or not such employee is a full-time employee or temporary
employee of the Company, whether or not such employee is employed pursuant to
written agreement and whether or not such employee is employed for a determined
period or at-will.
9. Existing Restrictive Covenants. Employee represents and warrants that
Employee's employment with the Company does not and will not breach any
agreement which Employee has with any former employer to keep in confidence
confidential information or not to compete with any such former employer.
Employee will not disclose to the Company or use on its behalf any confidential
information of any other party required to be kept confidential by Employee.
10. Return of Proprietary Information. Employee acknowledges that as a
result of Employee's employment with the Company, Employee may come into the
possession and control of Proprietary Information, such as proprietary
documents, drawings, specifications, manuals, notes, computer programs, or other
proprietary material. Employee acknowledges, warrants and agrees that Employee
will return to the Company all such items and any copies or excerpts thereof,
and any other properties, files or documents obtained as a result of Employee's
employment with the Company, immediately upon the termination of Employee's
employment with the Company.
11. Proprietary Rights. During the course of Employee's employment with the
Company, Employee may make, develop or conceive of useful processes, machines,
compositions of matter, computer software, algorithms, works of authorship
expressing such algorithm, or any other discovery, idea, concept, document or
improvement which relates to or is useful to the Company's Business (the
"Inventions"), whether or not subject to copyright or patent protection, and
which may or may not be considered Proprietary Information. Employee
acknowledges that all such Inventions will be "works made for hire" under United
States copyright law and will remain the sole and exclusive property of the
Company. Employee also hereby assigns and agrees to assign to the Company, in
perpetuity, all right, title and interest Employee may have in and to such
Inventions, including without limitation, all copyrights, and the right to apply
for any form of patent, utility model, industrial design or similar proprietary
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right recognized by any state, country or jurisdiction. Employee further agrees,
at the Company's request and expense, to do all things and sign all documents or
instruments necessary, in the opinion of the Company, to eliminate any ambiguity
as to the ownership of, and rights of the Company to, such Inventions, including
filing copyright and patent registrations and defending and enforcing in
litigation or otherwise all such rights. Employee will not be obligated to
assign to the Company any Invention made by Employee while in the Company's
employ which does not relate to any business or activity in which the Company is
or may reasonably be expected to become engaged, except that Employee is so
obligated if the same relates to or is based on Proprietary Information to which
Employee has had or will have had access during and by virtue of Employee's
employment or which arises out of work assigned to Employee by the Company.
Employee will not be obligated to assign any Invention which may be wholly
conceived by Employee after Employee leaves the employ of the Company, except
that Employee is so obligated if such Invention involves the utilization of
Proprietary Information obtained while in the employ of the Company. Employee is
not obligated to assign any Invention which relates to or would be useful in any
businesses or activities in which the Company is engaged if such Invention was
conceived and reduced to practice by Employee prior to Employee's employment
with the Company, whether pursuant to this Agreement or otherwise, provided that
all such Inventions are listed as of the date hereof on the attached Exhibit A.
12. Remedies. Employee agrees and acknowledges that the violation of any of
the covenants or agreements contained in Sections 6, 7, 8, 9, 10 and 11 of this
Agreement would cause irreparable injury to the Company, that the remedy at law
for any such violation or threatened violation thereof would be inadequate, and
that the Company will be entitled, in addition to any other remedy, to temporary
and permanent injunctive or other equitable relief without the necessity of
proving actual damages or posting a bond.
13. Notices. Any notice or communication under this Agreement will be in
writing and sent by registered or certified mail addressed to the respective
parties as follows:
If to the Company: If to Employee:
2840 Mt. Wilkinson Parkway Frank B. Murphy
Suite 300 3003 Ramble Lane
Atlanta, GA 30339 Decatur, Georgia 30033
Attn: General Counsel
14. Severability. Subject to the application of Section 18 to the
interpretation of Sections 7 and 8, in case one or more of the provisions
contained in this Agreement is for any reason held to be invalid, illegal or
unenforceable in any respect, the parties agree that it is their intent that the
same will not affect any other provision in this Agreement, and this Agreement
will be construed as if such invalid or illegal or unenforceable provision had
never been contained herein. It is the intent of the parties that this Agreement
be enforced to the maximum extent permitted by law.
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15. Entire Agreement. This Agreement embodies the entire agreement of the
parties relating to the subject matter of this Agreement and supersedes all
prior agreements, oral or written, regarding the subject matter hereof. No
amendment or modification of this Agreement will be valid or binding upon the
parties unless made in writing and signed by the parties.
16. Binding Effect. This Agreement will be binding upon the parties and
their respective heirs, representatives, successors, transferees and permitted
assigns.
17. Assignment. This Agreement is one for personal services and will not
be assigned by Employee. The Company may assign this Agreement to any of its
subsidiaries or affiliated companies; provided that such subsidiary or affiliate
fulfills the obligations of the Company under this Agreement.
18. Governing Law. This Agreement is entered into and will be interpreted
and enforced pursuant to the laws of the State of Georgia. The parties hereto
hereby agree that an appropriate forum and venue for any disputes between any of
the parties hereto arising out of this Agreement shall be any federal court in
the state where the Company has its principal place of business and each of the
parties hereto hereby submits to the personal jurisdiction of any such court.
The foregoing shall not limit the rights of any party to obtain execution of
judgment in any other jurisdiction. The parties further agree, to the extent
permitted by law, that a final and non-appealable judgment against either of
them in any action or proceeding contemplated above shall be conclusive and may
be enforced in any other jurisdiction within or outside the United States by
suit on the judgment, a certified exemplified copy of which shall be conclusive
evidence of the fact and amount of such judgment.
19. Surviving Terms. Sections 4.5(g), 6, 7, 8, 9, 10, 11, 12, and 18 of
this Agreement shall survive termination of this Agreement.
* * * * * *
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
COMPANY: EMPLOYEE:
MEDAPHIS CORPORATION
By: /s/ Randolph L.M. Hutto /s/ Frank B. Murphy
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Randolph L.M. Hutto, Executive Frank B. Murphy
Vice President and General Counsel
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EXHIBIT A
INVENTIONS
Employee represents that there are no Inventions.
/s/ FBM
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Employee Initials
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