EXHIBIT 10.17
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to that certain Employment Agreement (the "Amendment") by
and between ProxyMed, Inc. (the "Company") and Michael K. Hoover (the
"Executive") dated July 28, 2000 is entered into as of October 9, 2003 (the
"Amendment Date"). In consideration of the mutual covenants and agreements
hereinafter set forth, the parties agree as follows:
WHEREAS, the Employment Agreement had an initial term of three (3) years;
WHEREAS, the Company's Compensation Committee of the Board of Directors
has reviewed the 2003 performance goals applicable to Executive and has
determined that it is in the best interest of the Company and its shareholders
to allow the Employment Agreement to automatically renew for one (1) year; and
WHEREAS, the Company and the Executive have agreed to amend that certain
Employment Agreement.
NOW, THEREFORE, the parties agree as follows:
1. The Employment Agreement of the Executive was automatically renewed
for a period of one (1) year from July 29, 2003 to July 28, 2004 and
shall be automatically extended from year to year thereafter unless
otherwise terminated in accordance with the terms of the Employment
Agreement.
2. The Executive's annual salary for the period commencing January 1,
2004 and expiring on July 28, 2004 shall be $275,000.00, subject to
any subsequent increases recommended by the Company's Compensation
Committee and approved by the Company's Board of Directors in
writing. Any such subsequent written document is hereby incorporated
by reference and made a part of and shall amend the relevant terms
of the Employment Agreement automatically.
3. Except as otherwise modified herein, all terms and conditions of the
Executive's Employment Agreement shall remain in full force and
effect. To the extent that a conflict shall exist as between the
terms or conditions of the Employment Agreement and this Amendment,
those of this Amendment shall prevail.
4. This Amendment may be executed in one or more counterparts, all of
which shall be considered one and the same agreement and shall
become effective when one or more counterparts have been signed by
each of the parties and delivered to the other parties.
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5. This Amendment constitutes the entire agreement, and supersede all
prior agreements and understandings, both written and oral, among
the parties with respect to the transactions contemplated hereby,
and (b) is not intended to confer upon any person other than the
parties hereto any rights or remedies.
IN WITNESS WHEREOF, each of the parties has executed this Amendment, in
the case of the Company by its duly authorized officer, as of the day and year
first above written.
PROXYMED, INC. EXECUTIVE:
By: /s/ NANCY J. HAM By: /s/ MICHAEL K. HOOVER
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SIGNATURE SIGNATURE
Print Name: NANCY J. HAM Print Name: MICHAEL K. HOOVER
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