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EXHIBIT 99.3
TENTH AMENDMENT TO AMENDED AND RESTATED MEDAPHIS CORPORATION NON-QUALIFIED
STOCK OPTION PLAN.
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TENTH AMENDMENT TO AMENDED AND RESTATED
MEDAPHIS CORPORATION
NON-QUALIFIED STOCK OPTION PLAN
THIS AMENDMENT is effective as of May 1, 1996, and is made by MEDAPHIS
CORPORATION, a corporation organized and doing business under the laws of the
State of Delaware (the "Company").
W I T N E S S E T H:
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WHEREAS, the Company has previously adopted the Amended and Restated
Medaphis Corporation Non-Qualified Stock Option Plan (the "Plan");
WHEREAS, the First Amendment to the Plan, which increased the number of
shares available for grant, became effective on January 30, 1992;
WHEREAS, the Second Amendment to the Plan, which formally allowed the
Committee authorized to administer the Plan, upon the exercise of an option by
an optionee, to withhold amounts necessary to satisfy state and federal tax
withholding requirements applicable to such exercise, became effective on
August 5, 1992;
WHEREAS, the Third Amendment to the Plan, which increased the number of
shares available for grant thereunder and provided that future options be
granted at a price not less than fair market value as of the date of grant,
became effective on April 29, 1993;
WHEREAS, the Fourth Amendment to the Plan, which effected certain changes
to the Plan designed to preserve the Company's ability to account for certain
transactions under the "pooling of interests" accounting method, became
effective on July 22, 1993;
WHEREAS, the Fifth Amendment to the Plan, which permitted the options
granted pursuant to the Plan to be transferable by the optionee only by will or
the laws of descent and distribution or pursuant to a qualified domestic
relations order, became effective on December 15, 1993;
WHEREAS, the Sixth Amendment to the Plan, which increased the number of
shares available for grant, became effective on April 27, 1994;
WHEREAS, the Seventh Amendment to the Plan, which increased the number of
shares available for grant, became effective on April 27, 1995;
WHEREAS, the Eighth Amendment to the Plan, which increased the number of
shares available for grant and limited the maximum number of options available
for grant to any one individual, became effective on May 1, 1996;
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WHEREAS, the Ninth Amendment to the Plan, which formally allowed the
committee authorized to administer the Plan to amend the Plan without the
approval of the stockholders of the Company if such amendment would not alter
the rights of any participant under the Plan who is subject to Rule 16b-3 of
the Securities and Exchange Act of 1934, as amended, and further, formally
allowed the committee authorized to administer the Plan to adjust the time
periods set forth in Section 5(f) of the Plan, became effective as of August
24, 1995; and
WHEREAS, the disinterested members of the Board of Directors of the
Company have authorized an amendment to the Plan to provide that the Plan will
be administered by the Compensation Committee of the Company, which shall
consist of "disinterested persons" as defined in Rule 16b-3 of the Securities
and Exchange Act of 1934, as amended, and "outside directors" as provided for in
Section 162(m) of the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder.
NOW, THEREFORE, BE IT RESOLVED THAT Section 2 of the Plan is hereby
amended by deleting Section 2 of the Plan in its entirety, and replacing it
with the following:
2. Administration. The Plan shall be administered by the Compensation
Committee of the Company (the "Committee"). The Committee shall consist of not
less than two members of the Company's Board of Directors (the "Board of
Directors"), each of whom shall be a "disinterested person" within the meaning
of Rule 16b-3 of the Securities and Exchange Act of 1934, as amended ("Rule
16b-3") and an "outside director" as provided for in Section 162(m) of the
Internal Revenue Code of 1986, as amended, and the regulations promulgated
thereunder. The Board of Directors may from time to time remove members from,
or add members to, the Committee. Vacancies on the Committee shall be filled by
the Board of Directors. The Committee shall select one of its members as
Chairman, and shall hold meetings at such times and places as it may determine.
Acts approved by a majority of the Committee in a meeting at which a quorum is
present, or acts reduced to or approved in writing by a majority of the members
of the Committee, shall be the valid acts of the Committee.
The Committee acting in its absolute discretion shall exercise such power
and take such action as expressly called for under the Plan and, further, the
Committee shall have the power to interpret the Plan and (subject to Rule
16b-3) to take such other action (except to the extent the right to take such
action is expressly and exclusively reserved for the Board of Directors or the
Company's stockholders) in the administration and operation of the Plan as the
Committee deems equitable under the circumstances, which action shall be
binding on the Company, on each affected participant and on each other person
directly or indirectly affected by such action. No member of the Board of
Directors or the Committee shall be liable for any action or determination made
in good faith with respect to the Plan or any option granted under it.
Except as specifically amended by this Tenth Amendment, the Plan shall
remain in full force and effect as prior to this Tenth Amendment.
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IN WITNESS WHEREOF, the Company has caused this Tenth Amendment to be
executed on the day and year first above written.
MEDAPHIS CORPORATION
By: /s/ Michael R. Cote
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Michael R. Cote
Senior Vice President, Finance and
Chief Financial Officer
ATTEST:
By: /s/ William R. Spalding
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William R. Spalding
Senior Vice President, Administration
and General Counsel
[Corporate Seal]
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