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EXHIBIT 10.39
FOURTH AMENDMENT TO THE
MEDAPHIS EMPLOYEES' RETIREMENT SAVINGS PLAN
THIS AMENDMENT, made as of the 31st day of December, 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;
WHEREAS, the Plan was last amended and restated by indenture effective
July 1, 1995;
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;
WHEREAS, on October 23, 1997, the Plan was amended to change the
participants' vesting schedules prior to January 1, 1998;
WHEREAS, the October 23, 1997 amendment to the Plan contained a
provision that automatically readjusted participants' vesting schedules
effective January 1, 1998;
WHEREAS, the Primary Sponsor desires to keep in place effective
January 1, 1998 the vesting schedules in effect immediately prior to January 1,
1998, without the automatic readjustment provided for in the October 23, 1997
amendment to the Plan; and
WHEREAS, the Primary Sponsor desires to amend the Plan to allow a
participant's investment elections to be changed at any time at the
participant's request, and to adjust the provisions for distributions to a
participant when the participant attains age 70 1/2.
NOW, THEREFORE, the Primary Sponsor does hereby amend the Plan as
follows:
1. Section 10.3 of the Plan is amended, effective January 1, 1998, by
replacing the vesting schedule provided for in the last sentence thereof with
the following:
"Full Years of Percentage
Service Vested
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1 33 1/3%
2 66 2/3%
3 100%"
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2. Section 5.1(a) of the Plan is amended, effective January 1, 1998, by
replacing such section with the following:
"(a) All investment directions shall be in multiples of 1% of
contributions being made at any time. Members may change the
investment of contributions to their accounts in accordance
with the procedures established by the Plan Administrator.
New investment directions shall be effective as of the date
that such directions are processed by the Plan Administrator in
accordance with the procedures established for such purpose."
3. Section 5.2 of the Plan is amended, effective January 1, 1998, by
replacing such section with the following:
"A Member may elect according to the procedures established
by the Plan Administrator, to transfer, in multiples of 1%
his Account between Individual Funds. An election under this
Section 5.2 shall be effective as of the date that such
directions are processed by the Plan Administrator in
accordance with the procedures established for such purpose."
4. Section 9.4(c) of the Plan is amended, effective January 1, 1997, by
replacing such section with the following:
"For purposes of this Section, the term "required beginning
date" means April 1 of the calendar year following the later
of the calendar year in which the Member attains age 70 1/2
or the calendar year in which the Member retires or otherwise
terminates employment; except with respect to a Member who
is a five percent (5%) owner (as described in Code Section
416(i)(1)(B)(i)) for the Plan Year ending in the calendar year
in which such Member attains age 70 1/2, in which case,
"required beginning date" means April 1 of the calendar year
following the calendar year in which the Member attains age
70 1/2. With respect to a Member (other than a five percent
(5%) owner) who attains age 70 1/2 prior to January 1, 1999,
such Member may elect in the form and manner prescribed by
the Plan Administrator to receive distributions under this
Section, in the manner described in this Section, commencing
no later than April 1 of the calendar year in which the
Member attains age 70 1/2."
* * * * *
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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