1
EXHIBIT 10.3
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is made and entered into
as of June 24, 1996, by and between MEDAPHIS CORPORATION, a Delaware
corporation (the "Company"), and MICHAEL L. DOUGLAS, a resident of the State of
Georgia (the "Employee").
I. 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 provides subrogation and related recovery services
for healthcare payors, including health maintenance organizations, indemnity
insurers, Blue Cross and Blue Shield organizations, third party administrators,
self-funded employee health welfare benefit plans, and provider hospital
organizations (the "Subrogation 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
healthcare providers, (ii) software systems which provide claims and
reimbursement services and electronic claims processing, and (iii) software
applications which assist Providers with automated scheduling, resource and
clinical information management (the items discussed in Sections (a)(i),
(a)(ii) and (a)(iii) of this paragraph are hereinafter collectively 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, clinical information management 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").
Additionally, the Company renders professional services with respect
to the development of computer software, algorithms, designs, documentation,
and related materials, and the development, design, deployment, and operation
of local and wide area computer networks, all in conjunction with the sale,
design, deployment, operation and maintenance of custom computer processing
systems
-1-
2
for improvement of operational efficiency or functionality through the use of
image storage and processing, work flow technology, optical character
recognition or other related technologies (the "Systems Integration Business")
(the Processing Business, the Subrogation Business, the Systems Business, the
Systems Integration Business and any other distinct business segment in which
the Company engages during Employee's employment are hereafter collectively
referred to as the "Business").
The Company desires to obtain the services of Employee and Employee
desires to accept such employment, and the parties wish to set forth in writing
the terms of their agreement for the provision of such services.
As a material inducement to the Company to enter into this Agreement,
the Company desires that Employee enter into the covenants set forth in
Sections 6, 7 and 8 hereof, and Employee agrees to enter into such covenants.
II. STATEMENT OF AGREEMENT
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. Employment. The Company hereby employs Employee and Employee hereby
accepts such employment upon the terms and conditions set forth in this
Agreement. For purposes of Sections 7 and 8 of this Agreement,
"employment" shall mean any period of time during which the Company is
paying the Employee salary, wages, or any other amounts pursuant to this
Agreement (excluding pension benefits and any payments expressly
designated by the Board of Directors of the Company to be excluded from
this definition), whether or not the Employee is currently performing
services for the Company at the time of such payment.
2. Duties of Employee. Employee initially is hired to serve as the Vice
Chairman and Chief Operating Officer of the Company. Employee agrees to
perform and discharge the Business duties which may be assigned to
Employee from time to time by the Company to the reasonable satisfaction
of the Company. Employee also agrees to comply with all of the Company's
policies, standards and regulations and to follow the instructions and
directives of Employee's superiors within the Company, as promulgated by
the Board of Directors of the Company. Employee will devote Employee's
full professional and business-related time, skills and best efforts to
the Business and, will not, during the term of this Agreement, be
engaged (whether or not during normal business hours) in any other
business or professional activity, whether or not such activity is
pursued for gain, profit or other pecuniary advantage, without the prior
written consent of the Chairman, Chief Executive Officer and President
of the Company, which consent will not be unreasonably withheld. This
Section will not be
-2-
3
construed to prevent Employee from: (a) investing personal assets in
businesses which do not compete with the Company in such form or manner
that will not require any services on the part of Employee in the
operation or the affairs of the companies in which such investments are
made and in which Employee's participation is solely that of an
investor; (b) purchasing securities in any corporation whose securities
are listed on a national securities exchange or regularly traded in the
over-the-counter market, provided that Employee at no time owns,
directly or indirectly, in excess of three percent (3%) of the
outstanding stock of any class of any such corporation engaged in a
business competitive with that of the Company; or (c) participating in
conferences, preparing and publishing papers or books or teaching, so
long as the Chairman, Chief Executive Officer and President of the
Company approves such participation, preparation and publication or
teaching prior to Employee's engaging therein.
3. Term. The term of this Agreement will be for a period of two (2) years
commencing on the date hereof and expiring on the second anniversary of
such date, subject to earlier termination as provided for in Section 4
or renewal as provided herein. Upon expiration of this Agreement, this
Agreement may be renewed for an additional period of one (1) year upon
mutual consent of Employee and the Company.
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) Employee materially breaches any of the terms or
conditions set forth in this Agreement and fails to cure
such breach within ten (10) days after Employee's receipt
from the Company of written notice of such breach, which
notice shall describe in reasonable detail the Company's
belief that Employee is in breach hereof (notwithstanding
the foregoing, no cure period shall be applicable to
breaches by Employee of Sections 6, 7 or 8 of this
Agreement);
(ii) Employee commits any other act materially detrimental to
the business or reputation of the Company;
(iii) Employee intentionally engages in dishonest or illegal
activities or commits or is convicted of any crime
involving fraud, deceit or moral turpitude; or
(iv) Employee dies or becomes mentally or physically
incapacitated or disabled so as to be unable to perform
Employee's duties under this Agreement. Without limiting
the generality of the foregoing, Employee'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,
-3-
4
unless such inability adequately to perform services
under this Agreement is pursuant to a mental or physical
incapacity or disability covered by the Family and
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
Employee's employment pursuant to this Agreement without cause
upon at least thirty (30) days' prior written notice to Employee.
In the event Employee's employment with the Company is terminated
by the Company without cause, the Company shall remain subject to
its payment obligations hereunder as if Employee remained
employed hereunder for the balance of the term hereof, as
provided in Section 3 above.
(c) Diminution in Responsibilities; Termination by Employee. The
Company may not diminish in any material manner or respect
Employee's duties and responsibilities as the Vice Chairman and
Chief Operating Officer of the Company, as such duties and
responsibilities exist as of the date hereof or may hereinafter
be modified or changed with the consent of the Employee and the
Company; provided, however, that the Board of Directors shall
have the right to diminish in any manner or respect Employee's
duties and responsibilities if it determines in good faith that
such diminution is in the best interests of the Company and its
stockholders. Notwithstanding anything contained herein to the
contrary, Employee may terminate this Agreement in the event the
Company shall diminish in any material manner or respect
Employee's duties and responsibilities as the Vice Chairman and
Chief Operating Officer of the Company without obtaining
Employee's prior consent. In the event Employee's employment with
the Company is terminated by Employee pursuant to the provisions
of this Section 4(c), the Company shall remain subject to its
payment obligations hereunder as if Employee remained employed
hereunder for the balance of the term hereof, as provided in
Section 3 above; provided, however, that to the extent Employee
terminates his employment pursuant to the provisions of this
Section 4(c), Employee shall not be entitled to receive any
incentive compensation payments pursuant to Section 5(c) hereof
or any severance payment pursuant to Section 5(f) hereof.
5. Compensation and Benefits.
(a) Annual Salary. For all services rendered by Employee under this
Agreement, the Company will pay Employee a base salary of Two
Hundred Twenty-five Thousand Dollars ($225,000) per annum in
equal bi-weekly installments. Such annual salary will be subject
to adjustments by any increases given in the normal course of
business.
(b) Other Benefits. Employee will be entitled to such fringe benefits
as may be provided from time-to-time by the Company to its
employees, including, but not limited to, group
-4-
5
health insurance, life and disability insurance, vacations and
any other fringe benefits now or hereafter provided by the
Company to its employees, if and when Employee meets the
eligibility requirements for any such benefit; provided, however,
that Employee shall be eligible for four (4) weeks of vacation on
an annual basis during the term of this Agreement. The Company
reserves the right to change or discontinue any employee benefit
plans or programs now being generally offered to its employees;
provided, however, that all benefits provided for employees of
the same position and status as Employee will be provided to
Employee on an equal basis.
(c) Incentive Compensation Plan. In addition to Employee's base salary
as described above, Employee will be entitled to: (i) receive an
incentive compensation payment (the "Bonus Payment") for the
initial twelve month term of this Agreement in the amount of One
Hundred Twelve Thousand Five Hundred Dollars ($112,500), which
Bonus Payment will be paid to Employee on July 1, 1997; (ii)
participate in the 1997 Incentive Compensation Plan for Medaphis
Corporation and its Subsidiary Corporations in a Participation
Category of one hundred percent (100%) of Employee's base salary
as set forth in Section 5(a) above, provided that the amount of
any incentive compensation due Employee under the 1997 Incentive
Compensation Plan shall be reduced by $56,250; and (iii)
participate in each annual replacement incentive compensation
plan adopted by the Company in a Participation Category of one
hundred percent (100%) of Employee's base salary as set forth in
Section 5(a) above.
(d) Stock Options. As soon as reasonably practicable after the
execution of this Agreement, the Company will cause the issuance
to Employee, effective as of Employee's first date of employment,
or such other date as is approved by the Compensation Committee
of the Board of Directors of the Company, options to purchase One
Hundred Thousand (100,000) shares of Medaphis Corporation Common
Stock pursuant to the terms and conditions of the Amended and
Restated Medaphis Corporation Non-Qualified Stock Option Plan, as
amended. Such grant is subject to approval by the Compensation
Committee of the Board of Directors of the Company.
(e) Restricted Stock. As soon as reasonably practicable after the
execution of this Agreement, the Company will cause the issuance
to Employee, effective as of Employee's first date of employment,
or such other date as is approved by the Board of Directors of
the Company, Fifty Thousand (50,000) restricted shares of
Medaphis Corporation Common Stock (the "Restricted Shares")
pursuant to the terms and conditions of the Medaphis Corporation
Restricted Stock Agreement attached hereto as Exhibit A (the
"Restricted Stock Agreement"). Such grant will be subject to
approval by the Compensation Committee of the Board of Directors
and the Board of Directors of the Company.
-5-
6
(f) Severance Payment. In the event that the Restricted Shares do not
vest and become nonforfeitable in accordance with the terms of
the Restricted Stock Agreement, then Employee shall be entitled
to receive from the Company a one-time severance payment in the
amount equal to seventy-five (75%) of Employee's then annual base
salary (the "Severance Payment"), which Severance Payment shall
be paid to Employee promptly following the later to occur of: (i)
termination of Employee's employment with the Company; or (ii)
forfeiture of the Restricted Shares to the Company in accordance
with the Restricted Stock Agreement; provided, however, that
Employee shall not receive the Severance Payment in the event the
Company desires to renew the term of this Agreement pursuant to
Section 3 hereof and Employee refuses to agree to such renewal.
(g) Reimbursement of Relocation Expenses. Medaphis will reimburse
Employee for the following expenses:
(i) Reasonable out-of-pocket relocation expenses including,
but not limited to, real estate closing costs associated
with the disposition of Employee's primary residence in
Berwyn, Pennsylvania, moving expenses associated with
Employee's move to Atlanta, Georgia and storage expenses
associated with the temporary storage of Employee's
belongings while Employee searches for a primary
residence in or about Atlanta, Georgia;
(ii) Reasonable out-of-pocket expenses incurred in connection
with searching for a new primary residence in or about
Atlanta, Georgia;
(iii) Reasonable out-of-pocket expenses associated with
securing a temporary apartment while searching for a
primary residence in or about Atlanta, Georgia; and
(iv) Reasonable legal fees and expenses incurred in connection
with obtaining counsel for Employee to review the
provisions of this Agreement and any other agreements
referenced herein.
(h) Tax Gross-up Payment. Employee will receive a payment from
the Company (the "Tax Gross-up Payment") in an amount equal to
the federal and state income taxes payable by employee as a
result of the amounts reimbursed to Employee under Sections
5(g)(i) through (iv) of this Agreement and the Tax Gross-up
Payment, after taking into consideration any income tax
deductions available to Employee with respect to any such
expenses so reimbursed. Such Tax Gross-up Payment shall be paid
to Employee at such time or times as Employee shall provide the
Company with sufficient documentation to calculate the same.
-6-
7
(i) Business Expenses. Employee will be reimbursed for all
reasonable expenses incurred in the discharge of Employee's
duties under this Agreement pursuant to the Company's standard
reimbursement policies.
(j) Withholding. The Company will deduct and withhold from the
payments made to Employee under this Agreement, state and federal
income taxes, FICA and other amounts normally withheld from
compensation due employees.
6. Non-Disclosure of Proprietary Information. Employee 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' Business. Employee
further acknowledges that access to such Proprietary Information is
essential to the performance of Employee's duties under this Agreement.
Therefore, in order to obtain access to such Proprietary Information,
Employee agrees that Employee 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 Employee make use of any
such information for Employee'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 the whole
or any portion of any scientific or technical or other information,
design, process, procedure, formula, computer software product,
documentation or improvement relating to the Company's or its
affiliates' Business which (1) derives economic value, actual or
potential, from not being generally known to other persons who can
obtain economic value from its disclosure or use; and (2) is the subject
of efforts that are reasonable under the circumstances to maintain its
secrecy or confidentiality. The term "Confidential Information" means
any and all data and information relating to the Company's or its
affiliates' Business, other than Trade Secrets, (1) which has value to
the Company or its affiliates; (2) is not generally known by its
competitors or the public; and (3) is treated as confidential by the
Company or its affiliates. The provisions of this Section 6 will apply
during Employee's employment by the Company and for a two (2) year
period thereafter with respect to Confidential Information, and during
Employee's employment by the Company and at any and all times thereafter
with respect to Trade Secrets. These restrictions will not apply to any
Proprietary Information which is in the public domain, provided that
Employee was not responsible, directly or indirectly, for such
Proprietary Information entering the public domain without the Company's
consent. This Section 6, along with Sections 7, 8, 9, 10, 11 and 13 of
this Agreement, shall survive termination of this Agreement.
-7-
8
7.A. Non-Competition Covenant. During Employee's employment by the Company
and for a period of two (2) years following any termination of
Employee's employment for whatever reason, Employee will not, directly
or indirectly, on Employee'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 any services of any
kind to, directly or indirectly, on Employee'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 Employee
at no time owns, directly or indirectly, in excess of three percent (3%)
of the outstanding stock of any class of any such corporation) any
business which provides Business products and/or services ("Business
Products/Services"). For purposes of this Agreement, the term
"Geographical Area" means the territory within a seventy-five (75) mile
radius of each facility of the Company or any of its affiliates, whether
located in the United States or any foreign country, for which Employee
has management responsibility during Employee's employment with the
Company.
B. Non-Interference. During Employee's employment by the Company and for a
period of two (2) years following the termination of Employee's
employment for whatever reason, Employee will not, directly or
indirectly, on Employee's own behalf or in the service of or on behalf
of any other individual or entity, interfere with, disrupt, or attempt
to disrupt the past, present or prospective relationships, contractual
or otherwise, between the Company and any supplier, consultant, or
client of the Company with whom Employee had material contact during
Employee's employment by the Company. The term "prospective
relationship" is defined as any relationship where the Company has
actively sought an individual or entity as a prospective supplier,
consultant, or client.
C. Non-Solicitation of Clients Covenant. Employee agrees that during
Employee's employment by the Company and for a period of two (2) years
following the termination of Employee's employment for whatever reason,
Employee will not, directly or indirectly, on Employee'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 business from any
individual or entity (i) who is a client of the Company at any time
during the six (6)-month period prior to Employee's termination of
employment with the Company ("Client"), or was actively sought by the
Company as a prospective client, and (ii) with whom Employee had
material contact while employed by the Company to provide Business
Products/Services to such Clients or prospects.
D. Construction. The parties hereto agree that any judicial authority
construing all or any portion of this Section 7 or Section 8 below will
be empowered to sever any portion of the Geographical Area, client base,
prospective relationship or prospect list or any prohibited
-8-
9
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 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 Employee.
8. Non-Solicitation of Employees Covenant. Employee further agrees and
represents that during Employee's employment by the Company and for a
period of two (2) years following any termination of Employee's
employment for whatever reason, Employee will not, directly or
indirectly, on Employee's own behalf or in the service of, or on behalf
of any other individual or entity, divert, solicit or hire away, or
attempt to divert, solicit or hire away, to or for any individual or
entity which is engaged in providing Business Products/Services, 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. Existing Restrictive Covenants. Employee represents and warrants that
Employee's employment with the Company does not and will not breach any
agreement which Employee has with any former employer to keep in
confidence confidential information or not to compete with any such
former employer. Employee will not disclose to the Company or use on its
behalf any confidential information of any other party required to be
kept confidential by Employee.
10. Return of Proprietary Information. Employee acknowledges that as a
result of Employee's employment with the Company, Employee may come into
the possession and control of Proprietary Information, such as
proprietary documents, drawings, specifications, manuals, notes,
computer programs, or other proprietary material. Employee acknowledges,
warrants and agrees that Employee will return to the Company all such
items and any copies or excerpts thereof, and any other properties,
files or documents obtained as a result of Employee's employment with
the Company, immediately upon the termination of Employee's employment
with the Company.
11. Proprietary Rights. During the course of Employee's employment with the
Company, Employee may make, develop or conceive of useful processes,
machines, compositions of matter, computer software, algorithms, works
of authorship expressing such algorithm, or
-9-
10
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. Employee 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. Employee also hereby assigns and agrees to assign to the
Company, in perpetuity, all right, title and interest Employee 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. Employee 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.
Employee will not be obligated to assign to the Company any Invention
made by Employee 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 Employee is so obligated if the
same relates to or is based on Proprietary Information to which Employee
will have had access during and by virtue of Employee's employment or
which arises out of work assigned to Employee by the Company. Employee
will not be obligated to assign any Invention which may be wholly
conceived by Employee after Employee leaves the employ of the Company,
except that Employee is so obligated if such Invention involves the
utilization of Proprietary Information obtained while in the employ of
the Company. Employee 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 Employee prior to Employee's employment with the Company,
provided that all such Inventions are listed at the time of employment
on the attached Exhibit B.
12. Board of Directors. The Company will use its reasonable efforts to cause
Employee to be elected to a position on the Board of Directors of the
Company during the term of this Agreement.
13. Remedies. Employee agrees and acknowledges that the violation of any of
the covenants or agreements contained in Sections 6, 7, 8, 9, 10 and 11
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 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.
-10-
11
14. 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 Employee:
2700 Cumberland Parkway Michael L. Douglas
Suite 300 5630 Cross Gate Drive
Atlanta, Georgia 30339 Atlanta, GA 30327
Attn: General Counsel
15. Severability. Subject to the application of Section 7(D) 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 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 in accordance with its express terms to the
maximum extent permitted by law.
16. 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.
17. Binding Effect. This Agreement will be binding upon the parties and
their respective heirs, representatives, successors, transferees and
permitted assigns.
18. Assignment. This Agreement is one for personal services and will not be
assigned by Employee. The Company may assign this Agreement to any of
its subsidiaries or affiliated companies, including, but not limited to,
a parent corporation; provided that any such subsidiary, affiliate or
parent fulfills the obligations of the Company under this Agreement.
19. 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 Atlanta, Georgia and each of the parties
hereto hereby submits to the personal jurisdiction of 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
-11-
12
the judgment, a certified exemplified copy of which shall be conclusive
evidence of the fact and amount of such judgment.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
COMPANY: EMPLOYEE:
MEDAPHIS CORPORATION
By: /s/ Randolph G. Brown /s/ Michael L. Douglas
-------------------------- -------------------------
Michael L. Douglas
Title: Chairman, CEO and President
------------------------------
-12-
13
EXHIBIT B
INVENTIONS
Employee represents that there are no Inventions.
/s/ M.L.D.
-----------------
Employee Initials
-13-