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EXHIBIT 10.3
MEDAPHIS CORPORATION
LONG TERM INCENTIVE PLAN
1. PURPOSE
The Medaphis Corporation Long Term Incentive Plan (the "Plan") is intended
to promote the long-term growth and financial success of Medaphis Corporation
(the "Company") in the interests of the Company and its stockholders and to
strengthen the link between management and stockholders by providing senior
executives of the Company and its Subsidiaries (as hereinafter defined) with
incentive awards earned based upon the performance of the Common Stock (as
hereinafter defined).
2. DEFINITIONS
Except where the content otherwise indicates, the following definitions
apply:
"Actual Award" means the opportunity to receive cash incentive payments
pursuant to this Plan.
"Average Market Price" of a Security means, for a given period, the sum
of the Market Prices of such Security for each Trading Day in the relevant
period divided by the number of Trading Days in such period.
"Board" means the Board of Directors of the Company.
"Base Award" means the base award level for each Participant as
determined by the Committee in its sole discretion.
"Cause" means (i) the willful and continued failure of the Participant
to perform substantially the Participant's duties with the Company or one of its
Subsidiaries (other than any such failure resulting from Disability), after a
written demand for substantial performance is delivered to the Participant by
the Board which specifically identifies the manner in which the Board believes
that the Participant has not substantially performed the Participant's duties,
(ii) the willful engaging by the Participant in illegal conduct or dishonesty
which is materially and demonstrably injurious to the Company, or (iii) the
conviction of the Participant of a felony involving moral turpitude. For
purposes of this definition, no act or failure to act, on the part of the
Participant, shall be considered "willful" unless it is done, or omitted to be
done, by the Participant in bad faith or without reasonable belief that the
Participant's action or omission was not inconsistent with the best interests of
the Company. Any act, or failure to act, based upon authority given pursuant to
a resolution duly adopted by the Board or upon the instructions of a senior
officer of the Company or based upon the advice of counsel for the Company shall
be conclusively presumed to be done, or omitted to be done, by the Participant
in good faith and not inconsistent with the best interests of the Company.
"Change of Control" shall be deemed to have occurred if and when (i)
any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the 1934
Act) becomes a beneficial owner, directly or indirectly, of securities of the
Company representing 30% or more of the combined voting power of the Company's
then outstanding securities, or (ii) individuals who were members of the Board
as of the Effective Date (the "Incumbent Board") shall cease to constitute at
least a majority of the Board (provided that any individuals whose nomination
was approved by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such individual was a member
of the Incumbent Board, but excluding for this purpose any individual whose
initial assumption of office occurs as a result of an actual or threatened
solicitation of proxies or consents by or on behalf of a person other than the
Board), or (iii) the consummation of a reorganization, merger, consolidation or
sale of all or substantially all the assets of the Company or complete
liquidation ("Corporate Transaction"), excluding any such Corporate Transaction
pursuant to which (1) substantially all of the stockholders of the Company prior
to the Corporate Transaction will own more than 60% of the voting securities of
the corporation resulting from such Corporate Transaction in substantially the
same proportions as their ownership of Common Stock immediately prior to such
Corporate Transaction and (2) individuals who were members of the Incumbent
Board immediately prior to the approval of the agreement providing for the
Corporate Transaction will constitute at least a majority of the members of the
board of directors of the corporation resulting from such Corporate Transaction.
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"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the Compensation Committee of the Board or such other
committee of the Board as the Board may designate to administer the Plan;
provided, that the Committee shall at all times be composed of not less than two
persons who qualify as "outside directors" within the meaning of Section 162(m)
of the Code.
"Committee Certification" means the certification of the Committee that
the Total Shareholder Return Goal has been met.
"Common Stock" means the voting Common Stock, $0.01 par value per
share, of the Company.
"Comparative Performance Percentile" shall be calculated by (i)
calculating the Total Shareholder Return of each Index Stock; (ii) ranking the
Index Stocks according to Total Shareholder Return, (iii) ranking the Company
amongst such Index Stocks according to the Total Shareholder Return of the
Company, (iv) dividing (x) that number of Index Stocks with lower Total
Shareholder Returns than the Total Shareholder Return of the Company by (y) the
number of Index Stocks plus 1, and (v) multiplying such quotient by 100.
"Constructive Termination" has the meaning ascribed to it in the
employment agreement between the Participant and the Company or any of its
Subsidiaries; provided, that if no such employment agreement is in effect at the
time of the Participant's Termination of Service, or if such employment
agreement does not contain a definition of "Constructive Termination," then
"Constructive Termination" means a Participant's voluntary Termination of
Service within a period of ninety (90) days following either (i) the 30th day
after the Company has received a written notice from the Participant describing
in reasonable detail a material reduction or material adverse change in the
Participant's job responsibilities or title which has not been remedied by the
Company during such 30-day period, or (ii) a reduction of more than 20% in the
then current sum of the Participant's base salary and target annual incentive
opportunities, other than a reduction which is part of a general cost reduction
affecting at least 80% of the officers of the Company, or in the case of a
Participant employed by a Subsidiary of the Company, 80% of the officers of such
Subsidiary. A transfer by the Company of a Participant from one Subsidiary to
another, or between the Company and any Subsidiary, shall not by itself
constitute a Constructive Termination unless it is accompanied by an event in
clause (i) or (ii) of the prior sentence.
"Designated Payment Date" means the date designated by the Company for
payment of an Actual Award, which date shall be not more than thirty (30) days
following the Committee Certification with respect to such Actual Award and in
any event no later than sixty (60) days following the end of the relevant
Measurement Period.
"Disability" means the inability of the Participant to perform his or
her normal duties of employment as a result of incapacity as determined by the
Committee.
"Effective Date" means April 15, 1998, the date the Plan was approved
by the Board of the Company.
"Index Stock" means the common stock of any corporation (other than the
Company) included in the Market Index on each Trading Day during a Measurement
Period.
"Market Index" shall mean the Standard & Poor's 400 Mid-Cap, or in the
event such index is no longer available, such comparable stock market index as
may be selected by the Committee.
"Market Price" with respect to a given Security shall mean, for any
given date (or in the event such date is not a Trading Day with respect to such
Security, the last Trading Day prior to such date), the closing sale price of
such Security on such date, as reported as the New York Stock Exchange Composite
Transactions for such day in The Wall Street Journal, or, if such Security is
not listed on such exchange, as reported on the principal national securities
exchange or national automated stock quotation system on which such Security is
traded or quoted.
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"Measurement Period" means the 24 month period beginning April 16, 1998
through April 15, 2000; the 24 month period beginning April 16, 1999 through
April 15, 2001; the 24 month period beginning April 16, 2000 through April 15,
2002; the 24 month period beginning April 16, 2001 through April 15, 2003; and
the 24 month period beginning April 16, 2002 through April 15, 2004.
"1934 Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated by the Commission thereunder.
"Participant" means each eligible employee of the Company or any of its
Subsidiaries who is designated by the Committee to receive an Actual Award.
"Retirement" shall be as defined by the Committee.
"Security" means the Common Stock or an Index Stock.
"Service" means employment with the Company or its Subsidiaries.
"Subsidiary" means a corporation (or partnership, joint venture, or
other enterprise) of which the Company owns or controls, directly or indirectly,
50% or more of the outstanding shares of stock normally entitled to vote for the
election of directors (or comparable equity participation and voting power).
"Termination of Service" means a Participant's termination of Service
such that he or she is no longer an employee of either the Company or any of its
Subsidiaries for any reason whatsoever.
"Total Shareholder Return" of a Security shall be calculated by (i)
assuming that one share of such Security is purchased on the first day of the
relevant Measurement Period at the Average Market Price of such Security during
the Measurement Period, (ii) assuming that additional shares (or fractions of
shares) of such Security are purchased upon the payment of dividends or other
distributions to holders of such Security on the initial share of such Security
and on shares accumulated through the assumed reinvestment of dividends and
other distributions at a price equal to the Market Price of such Security on the
date such dividends or distributions are paid, (iii) calculating the number of
shares (including fractions of shares) of such Security that would be
accumulated over the Measurement Period (or such shorter period as provided in
the Plan), adjusting, as necessary, for any stock split or similar events, (iv)
multiplying the number of shares of such Security (including fractions of
shares) determined in clause (iii) by the Average Market Price during the
Measurement Period, and (v) determining the annual compound rate of growth
during the Measurement Period (or such shorter period) based upon the value
determined in clause (i) and the value determined in clause (iv) for such
Security.
"Total Shareholder Return Goal" means the goal set forth in Section
6(b).
"Trading Day" means, with respect to a Security, a day on which such
Security is publicly traded.
3. MAXIMUM AWARD
The maximum amount that may be awarded to any Participant under the
Plan shall be $2,500,000.
4. TERM OF THE PLAN
The Effective Date of the Plan is April 15, 1998. The Plan shall be
terminated on December 31, 2005; provided, that Actual Awards outstanding as of
such date shall not be affected or impaired by the termination of the Plan; and
provided further, that the Committee may elect to renew the Plan for such
additional periods of time as the Committee deems appropriate.
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5. ELIGIBLE EMPLOYEES
All officers of the Company and other key employees of the Company and its
Subsidiaries who, in the opinion of the Committee, can materially influence the
long-term performance of the Company and/or its Subsidiaries are eligible to
receive an Actual Award. The Committee shall have the power and complete
discretion to select those eligible employees who are to receive Actual Awards.
6. COMMITTEE CERTIFICATION AND PAYMENT OF ACTUAL AWARDS
(a) Actual Awards shall be paid in cash on the appropriate Designated
Payment Date as and when they are earned, as set forth below in this Section 6;
provided, that no such payment shall be made unless and until the relevant
Committee Certification has been made. The Committee shall meet to consider
whether to make a Committee Certification not later than the 60th day following
the end of the relevant Measurement Period. In no event shall more than 100% of
an Actual Award be considered earned or be paid.
(b) An Actual Award may be earned as of the end of each Measurement Period
based upon the Total Shareholder Return Goal, as follows:
Aggregate
Award
Earned
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Comparative Performance Percentile
- - ----------------------------------
Below 60th.................................................. 0
60 - 69th................................................... Base Award
70 - 79th................................................... 2 Times Base Award
80 - 89th 3 Times Base Award
90 and Above................................................ 4 Times Base Award
(c) Treatment of a Termination of Service. (i) Upon a Termination of Service
of a Participant prior to the end of a Measurement Period for any reason except
death, Disability, Retirement, Constructive Termination or an involuntary
Termination of Service without Cause, the Participant shall not be entitled to
any payment with respect to his or her Actual Award.
(ii) Upon a Termination of Service of a Participant prior to the end of the
Measurement Period due to Retirement, death, Disability, Constructive
Termination or an involuntary Termination of Service without Cause, the
Participant (or the Participant's estate) will continue to be entitled to a
potential payment under the Participant's Actual Award based on the achievement
of the Total Shareholder Return Goal during the remainder of the Measurement
Period, as if the Participant had not experienced a Termination of Service.
(d) Change of Control. Upon a Change of Control of the Company, all
Participants who have not experienced a Termination of Service described in
Section 6(c)(i) before the Change of Control shall be entitled to receive, not
later than the 30th day after the Change of Control, payment of the full amount
of their Actual Awards to the extent not previously paid pursuant to Section
6(b) above, regardless of whether the Total Shareholder Return Goal has been
achieved, and the Participants shall have no further rights with respect to the
Actual Awards.
7. PLAN ADMINISTRATION
The Plan shall be administered by the Committee. If at any time no Committee
shall be in office, the functions of the Committee specified in the Plan shall
be exercised by the members of the Board who are "outside directors" within the
meaning of Section 162(m) of the Code. Subject to the provisions of the Plan,
the Committee shall interpret the Plan and make such rules as it deems necessary
for the proper administration of the Plan, shall make all other determinations
necessary or advisable for the administration of the Plan and shall correct any
defect or supply any omission or reconcile any inconsistency in the Plan in the
manner and to the extent that the Committee deems desirable to carry the Plan
into effect. Among other things, the Committee shall have the authority, subject
to the terms of the Plan, to determine (i) the individuals to whom the Actual
Awards are granted, (ii) the time or times the Actual Awards are granted, (iii)
the basis for any Termination of Service, including whether or not it was for
Cause, Disability, Retirement or otherwise (which determination shall be
reasonable), (iv) the calculation of Total Shareholder Return and the
Comparative Performance Percentile, (v) the Committee Certification, and (vi)
the forms, terms and provisions of any documents under the Plan. Any action
taken or determination made by the Committee pursuant to this paragraph and the
other paragraphs of the Plan in which the Committee is given discretion shall be
final and conclusive on all parties. The act or determination of a majority of
the Committee shall be deemed to be the act or determination of the entire
Committee. The Committee may consult with counsel,
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who may be counsel to the Company, and such other advisors as the Committee may
deem necessary and/or desirable, and the members of the Committee shall not
incur any liability for any action taken in good faith in reliance upon the
advice of counsel or any other advisor.
8. AMENDMENT AND DISCONTINUANCE OF THE PLAN
The Board, upon the recommendation of the Committee, may amend, suspend or
terminate the Plan at any time, subject to the provisions of this Section 8. No
amendment, suspension or termination of the Plan may, without the consent of the
Participant, adversely affect such Participant's rights under the Plan in any
material respect.
9. MISCELLANEOUS PROVISIONS
(a) Unsecured Status of Claim. Participants and their beneficiaries, heirs,
successors and assigns shall have no legal or equitable rights, interests or
claims in any specific property or assets of the Company. No assets of the
Company shall be held under any trust for the benefit of Participants, their
beneficiaries, heirs, successors or assigns, or held in any way as collateral
security for the fulfillment of the Company's obligations under the Plan.
Any and all of the Company's assets shall be, and shall remain, the general
unpledged and unrestricted assets of the Company. The Company's obligations
under the Plan shall be merely that of an unfunded and unsecured promise of the
Company to pay employee compensation benefits in the future.
(b) Employment Not Guaranteed. Nothing contained in the Plan nor any related
Agreement nor any action taken in the administration of the Plan shall be
construed as a contract of employment or as giving a Participant any right to be
retained in the Service of the Company.
(c) Nonassignability. No person shall have any right to commute, sell,
assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
hypothecate or convey in advance of actual receipt the deferred cash incentive,
if any, payable under the Plan, or any part thereof, or any interest therein,
which are, and all rights to which are, expressly declared to be unassignable
and nontransferable. No portion of the amounts payable shall, prior to actual
payment, be subject to seizure, attachment, lien or sequestration for the
payment of any debts, judgments, alimony or separate maintenance owed by a
Participant or any other person, nor be transferable by operation of law in the
event of the Participant's or any other person's bankruptcy or insolvency. Any
such transfer or attempted transfer in violation of the preceding provisions
shall be considered null and void.
(d) Withholding Tax. The Company shall withhold from all benefits due under
the Plan an amount sufficient to satisfy any federal, state and local tax
withholding requirements.
(e) Applicable Law. The Plan and any related Agreements shall be governed in
accordance with the laws of the State of Delaware without regard to the
application of the conflicts of law provisions thereof.
(f) Inurement of Rights and Obligations. The rights and obligations under
the Plan and any related Agreements shall inure to the benefit of, and shall be
binding upon, the Company, its successors and assigns, and the Participants and
their beneficiaries.
(g) Notice. All notices and other communications required or permitted to be
given under this Plan shall be in writing and shall be deemed to have been duly
given if delivered personally or mailed first class, postage prepaid, as
follows: (A) if to the Company -- at its principal business address to the
attention of the Secretary; (B) if to any Participant -- at the last address of
the Participant known to the sender at the time the notice or other
communication is sent.
(h) Exclusion from Pension and Other Benefit Plan Computation. All Actual
Awards are special incentive compensation that will not be taken into account,
in any manner, as salary, compensation or bonus in determining the amount of any
payment under any pension, retirement or other employee benefit plan of the
Company or any of its Subsidiaries, nor the amount of any life insurance
coverage, if any, provided by the Company or any of its Subsidiaries on the life
of the Participant which is payable to such beneficiary under any life insurance
plan covering employees of the Company or any of its Subsidiaries.
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MEDAPHIS CORPORATION
By:
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Title:
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