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EXHIBIT 10.1
THIRD AMENDMENT TO THE
MEDAPHIS EMPLOYEES' RETIREMENT SAVINGS PLAN
THIS AMENDMENT, made as of the 23rd day of October, 1997, by MEDAPHIS
CORPORATION, a corporation duly organized and existing under the laws of the
State of Delaware (hereinafter called the "Primary Sponsor").
W I T N E S S E T H:
WHEREAS, the Primary Sponsor adopted the Medaphis Employees' Retirement
Savings Plan (the "Plan") by indenture dated June 30, 1991; and
WHEREAS, the Plan was last amended and restated by indenture effective
July 1, 1995; and
WHEREAS, the Primary Sponsor desires to amend the Plan to adjust the
schedule by which participants in the Plan vest in matching contributions made
to the Plan on participants' behalf; and
WHEREAS, the Primary Sponsor desires to amend the Plan to allow
participants to receive hardship distributions from their matching accounts to
the extent such accounts are vested.
NOW, THEREFORE, the Primary Sponsor does hereby amend the Plan,
effective January 1, 1997, as follows:
1. Section 10.3 of the Plan shall be amended by replacing the vesting
schedule provided for in the last sentence thereof with the following:
"Full Years of Percentage
Service Vested
------- ------
1 33%
2 66%
3 100%
provided, however, that effective January 1, 1998, for Members
with less than three Years of Service as of January 1, 1998,
such Member's Matching Account and Company Account shall vest
in accordance with the following vesting schedule:
2
Full Years of Percentage
Service Vested
------- ------
Less than 2 0%
2 50%
3 100%
provided further, however, that under no circumstances shall a
Member's vested Accrued Benefit be decreased as a result of
such change in the vesting schedule on January 1, 1998."
2. Section 7.2 of the Plan shall be amended by replacing the first
sentence of Section 7.2 with the following:
"A withdrawal pursuant to this Section 7.2 is designated a
"Hardship Withdrawal" and is subject to the following rules:
The Trustee shall, upon the direction of the Plan
Administrator, distribute, in a lump sum in cash, all or a
portion of a Member's Rollover Account, Employee Deferral
Account consisting of Deferral Amounts (but not earnings
thereon), Prior Company Account and Matching Account (to the
extent vested) prior to the time such account is otherwise
distributable in accordance with the other provisions of the
Plan; provided, however, that any such distribution shall be
made only if the Member is an Employee and demonstrates that
he is suffering from "hardship" as determined herein."
* * * * *
Except as specifically amended hereby, the Plan shall remain in full
force and effect as prior to this Amendment.
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IN WITNESS WHEREOF, the Primary Sponsor has executed this Amendment as
of the day and the year first above written.
MEDAPHIS CORPORATION
By: /s/ David E. McDowell
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David E. McDowell
Chairman and Chief Executive Officer
ATTEST:
By:/s/ Randolph L. M. Hutto
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Randolph L. M. Hutto
Secretary
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