EXHIBIT 10.1
FIRST AMENDMENT TO THE
PER-SE TECHNOLOGIES, INC.
EMPLOYEE'S RETIREMENT SAVINGS PLAN
THIS FIRST AMENDMENT made on this 25th day of October, 2005, by PER-SE
TECHNOLOGIES, INC., a corporation organized and existing under the laws of the
State of Delaware (the "Primary Sponsor");
W I T N E S S E T H:
- - - - - - - - - --
WHEREAS, the Primary Sponsor maintains the Per-Se Technologies, Inc.
Employees' Retirement Savings Plan (the "Plan"), which was last amended and
restated on January 31, 2005;
WHEREAS, the Company desires to amend the Plan to satisfy the
requirements necessary for the Plan to rely upon the alternative methods for
satisfaction of the nondiscrimination requirements set forth in Sections
401(k)(12) and 401(m)(11) of the Internal Revenue Code of 1986, as amended;
NOW, THEREFORE, the Primary Sponsor does hereby amend the Plan,
effective as of January 1, 2006:
1. By deleting the existing Section 3.2 and substituting the
following:
"3.2 Matching Contributions. Following the completion of
a year of Service by a Participant, the Plan Sponsor shall
make contributions for each Plan Year to the Company Match
Account of each Participant in an amount equal to one hundred
percent (100%) of the contribution made on behalf of a
Participant pursuant to Section 3.1(a), to the extent the
contribution under Section 3.1(a) does not exceed four percent
(4%) of the Participant's Annual Compensation."
2. By deleting the existing Section 6.4 and substituting the
following:
"6.4 MMNE Company Account Withdrawals. A Participant who
was a participant in the Medical Management of New England,
Inc. 401(k) Plan and who has at least two (2) years of Service
may elect to receive a distribution of all or any portion of
the balance of his MMNE Company Account and that portion of
his Company Match Account attributable to contributions made
to the Plan prior to January 1, 2006, at any time.
Distributions under this Section 6.4 shall be made in a
reasonable manner within a reasonable time following the Plan
Administrator's receipt of a request for such a distribution."
3. By deleting the existing Section 7.2(a) and (b) and by
substituting the following:
"(a) his Employee Pre-Tax Account, MMNE Company
Account, Rollover Account, QMAC/QNEC Account and with respect
to Participants who are Employees on or after January 1, 2006,
Company Match Account; and
(b) his Profit Sharing Account and with respect to
Participants who are not Employees on or after January 1,
2006, Company Match Account computed according to the
following vesting schedule:
Full Years of Percentage
Vesting Service Vested
--------------- ----------
Less than 1 0%
1 33 1/3%
2 66 2/3%
3 or More 100%"
4. By adding Section 4 to Appendix B which reads as follows:
"SECTION 4
Notwithstanding any other provision in this Appendix B to the
contrary, to the extent otherwise applicable, the limitations
expressed in this Appendix B shall not apply with respect to
those Plan Years in which the Plan satisfies the requirements
of Code Section 401(k)(11) and 401(k)(12)."
Except as specifically amended hereby, the Plan shall remain in full
force and effect as prior to this First Amendment.
IN WITNESS WHEREOF, the Primary Sponsor hereto has caused this First
Amendment to be executed as of the day and year first above written.
PER-SE TECHNOLOGIES, INC.
By: /s/ PHILIP M. PEAD
-----------------------
Philip M. Pead
Chairman, President and
Chief Executive Officer
[CORPORATE SEAL]
ATTEST:
By: /s/ PAUL J. QUINER
-------------------
Paul J. Quiner
Corporate Secretary
2