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EXHIBIT 10.42
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is made and entered into
this 13th day of November, 2000, effective as of November 13, 2000, by and
between Per-se technologies, inc., a Delaware corporation (the "Company"), and
PHILIP M. PEAD, a resident of the State of Georgia (the "Executive").
Statement of Background Information
The Company 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; and (e)
medical and insurance claims monitoring and tracking services (collectively the
"Processing Business").
The Company also: (a) develops, markets and licenses to hospitals,
integrated healthcare delivery systems, and other healthcare providers and other
end users (collectively "Providers"), (i) strategic, operational and financial
information systems and services and decision support tools for Providers, (ii)
software systems which provide claims and reimbursement services and electronic
claims processing, and (iii) software applications which assist Providers with
automated scheduling and resource management (the items discussed in Sections
(a)(i), (a)(ii) and (a)(iii) of this paragraph are referred to as "Systems"),
which Systems include, but are not limited to, nurse scheduling and management
information systems, operating room patient scheduling and surgery information
systems, enterprise wide patient scheduling and resource management systems,
enterprise-wide employee scheduling and management information systems and
related software interfaces to other information systems; and (b) provides to
Providers installation and support services related to the Company's Systems
(the "Systems Business").
Further, the Company offers Internet-enabled connectivity to integrated
healthcare delivery networks and physician practices, including electronic
claims processing, referral submissions, eligibility verification and other
electronic transaction processing, electronic patient records, and patient
access to their bills and records and to medical information (the "E-Commerce
Business")(the Processing Business, the Systems Business, the E-Commerce
Business and any other distinct business segment in which the Company engages
during Executive's employment are collectively referred to herein as the
"Business").
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Executive serves as Executive Vice President and Chief Operating
Officer of the Company pursuant to an Employment Agreement dated June 1, 1999
(the "1999 Agreement") and the parties desire to terminate the 1999 Agreement
effective as of November 13, 2000 and enter into a revised employment agreement
with respect to the continued employment of Executive by the Company as
President and Chief Executive Officer, effective as of November 13, 2000.
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. Termination of 1999 Agreement. The 1999 Agreement shall terminate and
be of no further force and effect as of midnight on November 12, 2000,
and each party hereby waives the notice of termination required to be
given to the other pursuant to Section 4(b) of the 1999 Agreement.
Executive acknowledges and agrees that he is entitled to no
compensation or other benefit as a result of the termination of the
1999 Agreement.
2. Employment. The Executive hereby agrees to serve as the President and
Chief Executive Officer of the Company for the term of this Agreement,
subject to the terms and conditions set forth in this Agreement and the
provisions of the Company's bylaws. During his employment hereunder,
the Executive shall devote his effort and attention, substantially on a
full time basis, to the performance of the duties required of him as
the President and Chief Executive Officer of the Company.
3. Term. The initial term of this Agreement will be for a three (3) year
period of time, commencing as of November 13, 2000 and expiring on
November 12, 2003, subject to earlier termination as provided for in
Section 4 of this Agreement. This Agreement shall automatically be
extended for successive one (1) year periods at the end of each year
during the term of this Agreement commencing with the second year of
this Agreement, it being the intent of the parties that after the
initial term hereof that this Agreement have a rolling 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
commencement of any such one-year extension period. In the event such
notice to terminate is properly and timely given, this Agreement shall
terminate at the end of the initial three-year term or successive two
year term, as applicable, following the period in which such notice is
given.
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4. Termination.
(a) Termination by Company for Cause. Notwithstanding 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) Executive materially breaches any of the terms or
conditions set forth in this Agreement and fails to cure such
breach within ten (10) days after Executive's receipt from the
Company of written notice of such breach (notwithstanding the
foregoing, no cure period shall be applicable to breaches by
Executive of Sections 6, 7 or 8 of this Agreement);
(ii) Executive commits any other act materially detrimental to
the business or reputation of the Company;
(iii) Executive commits or is convicted of any crime involving
fraud, deceit or moral turpitude; or
(iv) Executive dies or becomes mentally or physically
incapacitated or disabled so as to be unable to perform
Executive's duties under this Agreement. Without limiting the
generality of the foregoing, Executive'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 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
Executive's employment pursuant to this Agreement without cause upon at
least thirty (30) days' prior written notice to Executive. In the event
Executive's employment with the Company is terminated by the Company
without cause, Executive shall be entitled to a severance consideration
equal to (i) two (2) years of salary continuation (this severance
consideration does not include the right to receive any incentive bonus
payments) at Executive's then current salary level, and (ii)
continuation of health and welfare benefits for two (2) years from the
date of termination at Executive's then-current benefit levels to the
extent Executive is eligible to participate in such benefits after
termination; provided, however, that if Executive is not eligible to
continue to participate in the Company's medical benefits after
termination, the Company shall reimburse Executive to the extent of
premiums paid by Executive for levels of
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COBRA coverage comparable to Executive's pre-termination coverage.
(c) Termination by Executive With Good Reason. Except as set forth in
Paragraph (d) below, in the event Executive elects to voluntarily
terminate his employment following the occurrence of events
constituting "Good Reason" for his voluntary termination of employment,
Executive will be entitled to elect a severance consideration equal to
(i) two (2) years of salary continuation (this severance consideration
does not include the right to receive any incentive bonus payments) at
Executive's then current salary level, and (ii) continuation of
benefits for two (2) years from the date of termination at Executive's
then-current benefit levels to the extent Executive is eligible to
participate in such benefits after termination; provided, however, that
if Executive is not eligible to continue to participate in the
Company's medical benefits after termination, the Company shall
reimburse Executive to the extent of premiums paid by Executive for
levels of COBRA coverage comparable to Executive pre-termination
coverage. For purposes of this Agreement, "Good Reason" is defined as
(w) a material reduction (greater than 10%) in Executive's annual base
salary; (x) a change in Executive's work location to a work location
more than 50 miles from Executive's existing work location, except for
required travel on the Company's business to an extent consistent with
Executive's then present business travel obligations; (y) an assignment
to any duties inconsistent in any material adverse respect with the
duties and responsibilities of the position of President and Chief
Executive Officer, other than an insubstantial and inadvertent act that
is remedied by the Company promptly after receipt of notice thereof
given by Executive.
(d) Change in Control. In the event there is a Change in Control (as
defined herein) of Per-Se Technologies, Inc., Executive will be
entitled to receive a severance payment equal to (i) two (2) years of
salary (including any bonus payment to which Executive would be
entitled which will be calculated by doubling the greater of the
incentive bonus payment earned by Executive during the year in which
the Change in Control occurs or the year immediately prior to the
Change in Control (regardless of when such amounts are received or to
be received) and (ii) the cost of comparable benefits for two years (in
the case of COBRA, eighteen months), if (A) Executive's employment is
terminated by the Company without cause within one (1) year following
any such Change in Control; (B) if Executive's 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 Executive's employment is terminated by the
Company in connection with or in anticipation of a Change in Control;
(D) if Executive voluntarily terminates his employment for Good Reason
(as defined above in Paragraph (c)) within one (1) year following any
such Change in Control; or (E) if Executive voluntarily terminates his
employment for Good Reason within one (1) year following any action
taken by the
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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 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. For purposes of this Agreement, a "Change in
Control" of the Company. shall be deemed to occur upon any of the
following:
(i) a consolidation or merger of the Company, with or into any
other corporation, or any other entity or person, other than a
wholly-owned subsidiary of the Company., excluding any
transaction in which the shares of the Company's common stock
outstanding immediately prior to any such consolidation or
merger represent immediately thereafter more than 50% of the
combined voting power of the resulting entity after the
transaction;
(ii) any corporate reorganization, including an exchange
offer, in which the Company shall not be the continuing or
surviving entity resulting from such reorganization, excluding
any transaction in which the shares of the Company's common
stock outstanding immediately prior to any such reorganization
represents immediately thereafter more than 50% of the
combined voting power of the resulting entity after the
transaction;
(iii) a liquidation or dissolution of the Company or a sale of
all or substantially all of the assets of the Company; or
(iv) the failure for any reason of individuals who constitute
the Incumbent Board to continue to constitute at least a
majority of the Board. For purposes of this Section 4 (d), the
term "Board" shall mean the Board of Directors of the Company
and the term "Incumbent Board" shall mean the members of the
Board as of the date hereof and any person becoming a member
of the Board hereafter whose election or nomination is by a
vote of at least a majority of the directors then comprising
the Incumbent Board (other than an election or nomination of
an individual whose initial assumption of office is in
connection with an actual or threatened election contest
relating to the election of the directors of the Company, as
such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Securities Exchange Act of 1934, as
amended).
(e) Additional Payments. In addition to the amounts payable under
subsection (b), (c) or (d) of this Section 4, the Company shall pay to
Executive a tax equalization payment in accordance with this subsection
(e). The tax equalization payment shall be in an amount which when
added to the other amounts payable to the Executive under this Section
4 will place the Executive in the same after-tax position as if the
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excise tax penalty of Section 4999 of the Internal Revenue Code of
1986, as amended (the "Code"), or any successor statute of similar
import, did not apply to any of the amounts payable under this Section
4, including any payments made pursuant to this subsection (e). The
amount of this tax equalization payment shall be determined by the
Company's independent accountants and shall be payable to the Executive
at the same time as payment pursuant to subsection (b), (c) or (d) of
this Section 4.
5. Compensation and Benefits.
a) Annual Salary. During the term of this Agreement and for all
services rendered by Executive under this Agreement, the Company will
pay Executive a base salary of Three Hundred Ten Thousand and no/100ths
Dollars ($310,000.00) per annum to be paid in accordance with the
Company's regular payroll practices, provided, however, that such
payments shall be made no less frequently than in equal monthly
installments. Such annual salary will be subject to adjustments in the
normal course of business.
b) Incentive Compensation. Executive shall be eligible to participate
in the 2000 Per-Se Technologies, Inc. and its Subsidiary Corporations
Incentive Compensation Plan (and any comparable future incentive
compensation plans during the term of this Agreement) at a
participation category of up to 100% of Executive's base salary,
payable at the discretion of the Board of Directors of the Company.
c) Stock Options. Executive shall be considered for grants of options
to purchase shares of Per-Se common stock in a manner that is
consistent with other senior officers of the Company. Except as
expressly set forth herein, nothing in this Agreement shall give rise
to a contractual right to Executive to receive grants of additional
stock options of the Company. Further, the Company has no obligation to
Executive to create parity with any other executives of the Company
with respect to any options granted to such other executives.
d) Other Benefits. Executive will be entitled to such fringe benefits
as may be provided from time-to-time by the Company to its Executives,
including, but not limited to, loan arrangements to facilitate the
purchase of common stock of the Company, financial counseling services,
group health insurance, life and disability insurance, vacations and
any other fringe benefits, in each case as now or hereafter provided by
the Company to its employees, if and when Executive meets the
eligibility requirements for any such benefit. 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 senior executives of the Company will be provided
to Executive on at least an equal basis.
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e) Expenses. Executive will be reimbursed for all reasonable expenses
incurred in the discharge of Executive's duties under this Agreement
pursuant to the Company's standard reimbursement policies. In addition,
Executive will be reimbursed for the dues and costs of club membership
and automobile expenses in accordance with the Company's policies in
effect from time to time.
f) Withholding. The Company will deduct and withhold from the payments
made to Executive under this Agreement, state and federal income taxes,
FICA and other amounts normally withheld from compensation due
employees.
g) Loan to Purchase Stock. The Company agrees to loan Executive the
amount of Two Hundred Fifty Thousand and No/100ths Dollars
($250,000.00) with which the Executive will purchase Company stock. The
terms of such loan shall be as set forth in a separate secured
promissory note executed by Executive.
6. Non-Disclosure of Proprietary Information. Executive 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.
Executive further acknowledges that access to such Proprietary
Information is essential to the performance of Executive's duties under
this Agreement. Therefore, in order to obtain access to such
Proprietary Information, Executive agrees that, except in connection
with performing duties assigned to him by the Company, Executive 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 Executive make use of any such information for
Executive's own purposes or for the benefit of any person, firm,
corporation, association or other entity (except the Company) under any
circumstances.
For purposes of this Agreement, the term "Trade Secrets" means
information, without regard to form, including, but not limited to, any
technical or non-technical data, 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
is not commonly known by or available to the public and (i) 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, and (ii) is
the subject of efforts that are reasonable under the circumstances to
maintain its secrecy. For purposes of this Agreement, the term
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"Trade Secrets" does not include information that Executive can show by
competent proof (i) was known to Executive and reduced to writing prior
to disclosure by the Company (but only if Executive promptly notifies
the Company of Executive's prior knowledge); (ii) was generally known
to the public at the time the Company disclosed the information to
Executive; (iii) became generally known to the public after disclosure
by the Company through no act or omission of Executive; or (iv) was
disclosed to Executive by a third party having a bona fide right both
to possess the information and to disclose the information to
Executive. The term "Confidential Information" means any data or
information of the Company, other than trade secrets, which is valuable
to the Company and not generally known to competitors of the Company.
The provisions of this Section 6 will apply to Trade Secrets for so
long as such information remains a trade secret and to Confidential
Information during Executive's employment with the Company and for a
period of two (2) years following any termination of Executive's
employment with the Company for whatever reason.
7. Additional Covenants.
(a). Non-Competition Covenant. During Executive's employment by the
Company Executive will be a member of the Company's executive
management team. Executive agrees that during his employment and for a
period of two (2) years following any termination of Executive's
employment for whatever reason, Executive will not, directly or
indirectly, on Executive'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 services of any marketing, management,
sales, administrative, supervisory or consulting nature, directly or
indirectly, on Executive'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 Executive 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, provided that nothing in
this Agreement will preclude Executive from rendering legal services in
the role of outside counsel on behalf of any entity, including those
entities that compete with the Company, following the termination of
his employment with the Company. For purposes of this Agreement, the
term "Geographical Area" means the territory located within a
seventy-five (75) mile radius of any Company facility for which
Executive exercised managerial control or provided legal services on
behalf of the Company.
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(b). Non-Solicitation of Clients Covenant. Executive agrees that during
Executive's employment by the Company and for a period of two (2) years
following the termination of Executive's employment for whatever
reason, Executive will not, directly or indirectly, on Executive's own
behalf or in the service of or on behalf of any other individual or
entity, divert, solicit or attempt to divert or solicit any individual
or entity (i) who is a client of the Company at any time during the six
(6)-month period prior to Executive's termination of employment with
the Company ("Client"), or was actively sought by the Company as a
prospective client, and (ii) with whom Executive 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
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 Executive.
8. Non-Solicitation of Employees Covenant. Executive further agrees and
represents that during Executive's employment by the Company and for a
period of two (2) years following any termination of Executive's
employment for whatever reason, Executive will not, directly or
indirectly, on Executive's own behalf or in the service of, or on
behalf of any other individual or entity, divert or solicit, or attempt
to divert or solicit, to or for any individual or entity, any person
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. Return of Proprietary Information. Executive acknowledges that as a
result of Executive's employment with the Company, Executive may come
into the possession and control of Proprietary Information, such as
proprietary documents, drawings, specifications, manuals, notes,
computer programs, or other proprietary material. Executive
acknowledges, warrants and agrees that Executive will return to the
Company all such items and any copies or excerpts thereof, in any form
or medium,
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and any other properties, files or documents obtained as a result of
Executive's employment with the Company, immediately upon the
termination of Executive's employment with the Company.
10. Proprietary Rights. During the course of Executive's employment with
the Company, Executive 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. Executive 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. Executive also hereby assigns and agrees to assign to the
Company, in perpetuity, all right, title and interest Executive 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 right recognized by any
state, country or jurisdiction. Executive 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.
Executive will not be obligated to assign to the Company any Invention
made by Executive 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 Executive is so obligated if
the same relates to or is based on Proprietary Information to which
Executive will have had access during and by virtue of Executive's
employment or which arises out of work assigned to Executive by the
Company. Executive will not be obligated to assign any Invention which
may be wholly conceived by Executive after Executive leaves the employ
of the Company, except that Executive is so obligated if such Invention
involves the utilization of Proprietary Information obtained while in
the employ of the Company. Executive is not obligated to assign any
Invention which relates to or would be useful in any business or
activities in which the Company is engaged if such Invention was
conceived and reduced to practice by Executive prior to Executive's
employment with the Company.
11. Remedies. Executive agrees and acknowledges that the violation of any
of the covenants or agreements contained in Sections 6, 7, 8, 9 and 10
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
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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.
12. 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 Executive:
The Board of Directors Philip M. Pead
Per-Se Technologies, Inc. 1030 Lake Shore
2840 Mt. Wilkinson Parkway Alpharetta, GA 30005
Atlanta, GA 30339
With a copy to
Per-Se Technologies, Inc.
2840 Mt. Wilkinson Parkway
Atlanta, GA 30339
Attn: General Counsel
or to such other address or agent as may be hereafter designated in
writing by either party hereto. All such notices shall be deemed given
on the date personally delivered or mailed.
13. Severability. Subject to the application of Section 7(c) 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.
14. 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.
15. Binding Effect. This Agreement will be binding upon the parties and
their respective heirs, representatives, successors, transferees and
permitted assigns.
16. Assignment. This Agreement is one for personal services and will not be
assigned by Executive without the prior written consent of the Company;
provided, however,
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that accrued and unpaid amounts due to Executive hereunder may be
assigned by Executive without consent. Subject to the provisions of
this Section 16, this Agreement shall not be assigned by the Company;
provided, however, that the Company may assign this Agreement to its
parent company or to any of its subsidiaries or affiliated companies;
provided that the parent or any subsidiary or affiliate fulfills the
obligations of the Company under this Agreement. Any business entity
succeeding to substantially all of the business of the Company by
purchase, merger, consolidation, sale of assets or otherwise, shall be
bound by and shall adopt and assume this Agreement and the Company
shall obtain the assumption of this Agreement by such successor.
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 the 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 unappealable 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. Indemnification. Executive shall be entitled to the indemnification and
exculpation offered through and set forth in the Company's Charter and
By-laws.
20. Surviving Terms. Sections 6, 7, 8, 9, 10 and 11 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: EXECUTIVE:
By: /s/ David E. McDowell /s/ Philip M. Pead
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David E. McDowell, Philip M. Pead
Chairman of the Board
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EXHIBIT A
INVENTIONS
Executive represents that there are no Inventions.
/s/ PMP
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Executive's Initials
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