Exhibit 10.1.1
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT is dated as of November
13, 1996, by and between HCIA INC., a Maryland corporation (the "Company") and
GEORGE D. PILLARI (the "Executive").
R E C I T A L S
WHEREAS, the Company and the Executive entered into an Employment
Agreement, dated as of January 1, 1995 (the "Employment Agreement"), pursuant to
which the Executive serves as the Chairman of the Board, President and Chief
Executive Officer of the Company.
WHEREAS, the Company and the Executive desire to amend the Employment
Agreement to provide for certain additional terms as further set forth
hereinbelow.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:
1. Definitions. Except as otherwise defined herein, any
capitalized term used herein shall have the meaning set forth in the Employment
Agreement.
2. Amendment to Section 4(b)(i). Section 4(b)(i) of the
Employment Agreement is hereby amended by deleting the penultimate sentence
thereof and inserting the following in lieu thereof:
"(i) As used herein, the "Severance Amount" shall mean two
times the sum of (x) the Executive's highest Salary and (y) the highest Target
Bonus percentage paid or payable to the Executive at any time prior to the date
of such termination or resignation (such sum being not less than 140% of such
salary). (For purposes of calculating the Severance Amount, the Target Bonus
shall include cash bonuses and the value on the grant date, as determined by the
Compensation Committee of the Board of Directors, of any restrictive stock or
restrictive stock units or other awards granted in lieu of cash, but excluding
the value of any stock options)."
3. Amendment to Section 6(a) of the Employment Agreement.
Section 6(a) of the Employment Agreement is hereby amended by adding the
following after subparagraph (iv) therein:
"(v) the Executive shall be fully vested in all stock options,
restrictive stock, restrictive stock units and other awards theretofore awarded
under the Company's 1994 Stock and Incentive Plan, as amended, or any successor
thereto;
(vi) for the purposes of calculating the Executive's benefit
under any in force retirement plan (the "Retirement Plan"), the Executive shall
receive an additional two (2) years of credited service;
(vii) within five business days following the Executive's
termination of employment, the Company shall make a lump sum payment to the
Executive equal to the amount that the Company would have contributed for the
Executive's account under the Company's Savings Incentive Plan (or any successor
plan) (the "SIP") in respect of the two years following the date of termination,
based on (A) the formula for determining employer contributions in effect on the
date of termination and (B) the Executive's Salary and Target Bonus used for
purposes of determining the Severance Amount, and calculated without giving
effect to the limitations provided for in Sections 401(a)(17) and 415 of the
Internal Revenue Code of 1986, as amended (the "Code"), or any successor
provisions thereto;
(viii) within five business days following the date of
termination of employment, the Executive shall receive a lump sum payment of his
account balance as of the date of termination of any non-qualified plan, if any,
maintained by the Company or any of its affiliates to provide benefits in excess
of those permitted under the Code to be provided by the Retirement Plan. The
Company shall remain obligated to pay to the Executive or his beneficiaries any
benefits to which he or they may be entitled under any non-qualified plan
maintained by the Company or any of its affiliates providing benefits in excess
of those permitted under the Code to be provided by the Retirement Plan, if any;
such payments shall be made in accordance with the terms of such plans, and
benefits thereunder shall take account of the two years of additional credited
service provided for in subclause (vii) above;
(ix) for a period of two years following the date of
termination of employment (the "Continuation Period"), the Executive and his
dependents, if any, shall continue to participate (at no greater expense to them
then was the case for such coverage prior to his termination) in the employee
benefit arrangements described in Section 3(d) hereunder; provided, however,
that the benefits shall cease to the extent the Executive begins coverage under
the plans of a subsequent employer;
(x) at the end of the Continuation Period, the Executive and
his dependents shall be entitled to, for the remainder of his life, medical and
dental benefits under any applicable plans and programs of the Company as if he
retired on the last day of the Continuation Period, with such benefits to
commence immediately at the end of the Continuation Period and with the amount
of contributions by the Executive to be no greater than that of any other
employee of the Company who had retired on the last day of the Continuation
Period (it being understood and agreed that the contribution rates may be
changed, and the terms of such benefits may be modified, to the extent permitted
under the relevant plans, from those in effect on the date thereof);
(xi) during the Continuation Period, the Company shall provide
the Executive with appropriate individual outplacement services and financial
planning at the Company's expense;
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(xii) the Executive shall be fully vested in all stock
options, restrictive stock, restrictive stock units and any other awards
theretofore awarded to him under the Company's 1994 Stock and Incentive Plan, as
amended, and any successor thereto; and
(xiii) the Executive shall receive all amounts due to him
under any compensatory plan or arrangement of the Company and not specifically
addressed above, in accordance with the terms of the relevant plan or
arrangement."
4. Amendment to Section 6.
Section 6 is hereby amended by adding the following new
subsection 6(c) thereto:
"(c) Upon any Change in Control, the Executive shall be fully
vested in all stock options, restrictive stock, restrictive stock units and any
other awards therefore awarded to him under the Company's 1994 Stock and
Incentive Plan, as amended, or any successor thereto."
5. Amendment to Section 10(b)(i). Section 10(b)(i) is hereby
amended to change the addressee of notices to the Company as follows:
"(i) To the Company:
HCIA Inc.
300 East Lombard Street
Baltimore, Maryland 21202
Attention: General Counsel"
6. Other Provisions. Except as amended hereby, the Employment
Agreement shall continue in full force and effect in accordance with its
terms. This First Amendment shall be construed and enforced in accordance
with the laws of the State of Maryland, exclusive of its conflicts of laws
provision.
IN WITNESS WHEREOF, the parties have executed this First Amendment as
of the date first set forth hereinabove.
HCIA INC.
By: /s/ Charles A. Berardesco
_______________________________________
Charles A. Berardesco
Senior Vice President & General Counsel
EXECUTIVE:
/s/ George D. Pillari
_______________________________________
George D. Pillari