EXHIBIT 10.8
[PlanVista LOGO]
CORPORATE HEADQUARTERS
4010 Boy Scout Blvd., Suite 200
Tampa, FL 33607
(813) 353-2300
www.planvista.com
December 4, 2003
PERSONAL & CONFIDENTIAL
Mr. Jeffrey L. Markle
16326 Healthrow Avenue
Tampa, Florida 33629
Dear Mr. Markle:
This letter serves to confirm certain terms and conditions with regard to
your employment with PlanVista Corporation, its successors and assigns (the
"Company"). As you know, the Company and ProxyMed, Inc. ("ProxyMed") intend to
enter into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to
which the Company will become a wholly-owned subsidiary of ProxyMed on the day
and time the merger becomes effective (the "Effective Date"). ProxyMed would
like to provide the terms and conditions of your employment with the Company and
ProxyMed upon the consummation of the Merger. Accordingly, attached hereto
please find a copy of ProxyMed's form of employment agreement (the "Form of
Employment Agreement"). Except to the extent qualified by the terms and
conditions specified in paragraphs number 1 through 6 below (the "Qualifying
Terms"), the terms and conditions of the Form of Employment Agreement are
generally not subject to modification, except as approved in writing in advance
by the Compensation Committee of ProxyMed's Board of Directors (the
"Compensation Committee").
Set forth below is a summary of the Qualifying Terms of your employment
with the Company and ProxyMed after the Effective Date.
1. Unless otherwise agreed by the parties in writing, your title will
be President and Chief Operating Officer of the Company and Senior
Vice President ("SVP") of ProxyMed, reporting to Nancy J. Ham,
President and Chief Operating Officer of ProxyMed.
2. Your annual salary as President and COO of the Company and SVP of
ProxyMed shall be $197,000, minus all applicable federal, state and
local taxes and shall be paid in accordance with ProxyMed's then
applicable policies.
3. You shall not be entitled to receive any options as a result of
executing this letter. However, you shall be eligible to participate
on the same terms as other SVP's of ProxyMed in all
ProxyMed-sponsored benefit plans, such as health, dental, life, and
Mr. Jeffrey L. Markle
December 4, 2003
Page 2
STD/LTD insurances, and shall accrue twenty-two (22) days of paid
time off per year, pro-rated for your first year.
4. As a further incentive and inducement to you to continue your
employment with the Company and ProxyMed and to devote your best
efforts to the business and affairs of the Company and ProxyMed, you
shall be entitled to and may earn such bonuses as may be awarded
from time to time by the Board of Directors of ProxyMed, sitting as
a whole or in committee, in its sole discretion, including pursuant
to any bonus plan, including a possible change of control bonus
("Bonus Plan") implemented by ProxyMed, and to participate in any
stock option plans ("Stock Option Plans") or other Bonus Plans
(collectively with the Stock Option Plans, the "Plans") which
ProxyMed may now have, or in the future develop, provided you
qualify for eligibility under the terms of such Plans. In addition,
the parties will negotiate an appropriate provision in your
Employment Agreement (as defined herein) that provides for
accelerated vesting of some or all of your stock options upon a
termination of your employment without cause.
5. You will be required to execute the attached Non-Disclosure,
Non-Solicitation and Invention Agreement ("Associate NDA") on or
before the Effective Date. As of the Effective Date, you will also
be required to abide by the Company's (and/or ProxyMed's)
then-current published policies and procedures, the receipt and
review of which you must acknowledge in writing.
6. Unless waived by ProxyMed in writing, the Terms of Employment (as
defined below) shall be contingent upon (i) your execution and
delivery to ProxyMed's legal department of the Associate NDA and
(ii) approval by ProxyMed's Compensation Committee.
You acknowledge and agree that you have read and understand the terms and
conditions set forth herein, including the Qualifying Terms (jointly, the "Terms
of Employment"), and that no agreements or representations, oral or otherwise,
express or implied, have been made to you that are not set forth expressly in
this letter. Furthermore, you acknowledge and agree that such Terms of
Employment (i) are binding upon you, ProxyMed and the Company and (ii) modify
and amend any employment agreement currently in effect between you and the
Company until the earlier of (a) six (6) months from the date of this letter or
(b) until the execution of an Employment Agreement (as defined herein), during
which time neither party may terminate the Terms of Employment other than for
cause with ninety (90) days prior written notice. The foregoing notwithstanding,
upon the first to occur of either of the aforesaid (a) or (b), this letter shall
immediately terminate and of no force or effect. You agree that you will
cooperate and negotiate in good faith with ProxyMed and the Company with the
objective of entering into a definitive employment agreement with both the
Company and ProxyMed prior to the Effective Date, relating to your employment on
or after the Effective Date, on terms substantially similar to the Terms of
Employment (hereinafter, the "Employment Agreement").
Mr. Jeffrey L. Markle
December 4, 2003
Page 3
You acknowledge and agree that, unless otherwise waived by Mr. Hoover in
writing, upon execution of the Employment Agreement or the expiration of six (6)
months from the date of this letter, whichever occurs first, in addition to the
termination of this letter, your employment with the Company pursuant to the
terms of that certain Employment and Noncompetition Agreement dated June 1,
2001, as amended on May 22, 2003, and this letter shall automatically and
immediately terminate and be of no further force or effect. Upon such
terminations, neither the Company nor ProxyMed shall have any ongoing
obligations, financial or otherwise, arising from or relating to such employment
agreements, except for the payment to you of earned wages and vacation, or for
any post-termination, surviving obligations you may have to the Company or
ProxyMed, however arisen.
If you are in agreement with the Terms of Employment stated in pages 1 and
2 of this letter, please sign duplicates of this letter and return it to my
attention on or before December 8, 2003.
Sincerely,
PLANVISTA CORPORATION
By: /s/ PHILLIP S. DINGLE
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Title: Chairman and CEO
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PROXYMED, INC.
By: /s/ NANCY J. HAM
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Title: President
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/ir
Enclosures
cc: Rafael G. Rodriguez
AGREED TO:
By: /s/ JEFFREY L. MARKLE
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SIGNATURE
Date DECEMBER 18, 2003
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