<PAGE>
EXHIBIT 10.17
TIER 1
CHANGE-IN-CONTROL AGREEMENT
FOR CERTAIN EXECUTIVES
OF SYNAVANT INC.
_______, 2000
PERSONAL AND CONFIDENTIAL
[FirstName]
[JobTitle]
[Company]
Dear [LastName]:
Synavant Inc. (the "Company") considers it essential to the best interests
of its stockholders to foster the continued employment of key management
personnel. In this connection, the Board of Directors of the Company (the
"Board") recognizes that the possibility of a change in ownership or control of
the Company may result in the departure or distraction of such personnel to the
detriment of the Company and its stockholders. As you are a skilled and
dedicated executive with important management responsibilities and talents, the
Company believes that its best interests will be served if you are encouraged to
remain with the Company.
The Company has determined that your ability to perform your
responsibilities and utilize your talents for the benefit of the Company, and
the Company's ability to retain you as an employee, will be significantly
enhanced if you are provided with fair and reasonable protection from the risks
of a change in ownership or control of the Company. Accordingly, in order to
induce you to remain in the employ of the Company, you and the Company agree as
follows:
1. TERM OF AGREEMENT.
(a) GENERALLY. Except as provided in Section 1(b) hereof, (i) this
Agreement shall be effective as of the date on which the shares of common stock
of the Company that are owned by IMS Health Incorporated ("IMS Health") are
distributed to the holders of record of shares of IMS Health (August __, 2000),
and shall continue in effect through December 31, 2002 and (ii) commencing on
January 1, 2003 and each January 1 thereafter, this Agreement shall be
automatically extended for one additional year unless, not later than September
30th of the preceding year, either party to this Agreement gives notice to the
other that the Agreement shall not be extended under this Section 1(a);
provided, however, that no such notice by the Company shall be effective if a
Change in Control or Potential Change in Control (both as defined herein) shall
have occurred within 60 months prior to the date of such notice.
(b) UPON A CHANGE IN CONTROL. If a Change in Control shall have
occurred at any time during the period in which this Agreement is effective,
this Agreement shall continue in effect for (i) the remainder of the month in
which the Change in Control occurred and (ii) a term of 24 months beyond the
month in which such Change in Control occurred (such entire period hereinafter
referred to as the "Protected Period").
2. CHANGE IN CONTROL; POTENTIAL CHANGE IN CONTROL.
(a) "CHANGE IN CONTROL" DEFINED. A "Change in Control" shall be
deemed to have occurred if, during the term of this Agreement:
(i) any Person, as such term is used for purposes of Section
13(d) or 14(d) of the Securities
<PAGE>
Exchange Act of 1934, as amended (the "Exchange Act") (other than
the Company, any trustee or other fiduciary holding securities
under an employee benefit plan of the Company, or any company
owned, directly or indirectly, by the stockholders of the Company
in substantially the same proportions as their ownership of stock
of the Company), becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing 20% or more
of the combined voting power of the Company's then-outstanding
securities;
(ii) during any period of twenty-four months or less (not including
any period prior to the effective date of this Agreement),
individuals who at the beginning of such period constitute the
Board, and any new director (other than (A) a director nominated
by a Person who has entered into an agreement with the Company to
effect a transaction described in Sections 2(a)(i), (iii) or (iv)
of this Agreement, (B) a director nominated by any Person
(including the Company) who publicly announces an intention to
take or to consider taking actions (including, but not limited
to, an actual or threatened proxy contest) which if consummated
would constitute a Change in Control or (C) a director nominated
by any Person who is the Beneficial Owner, directly or
indirectly, of securities of the Company representing 10% or more
of the combined voting power of the Company's securities) whose
election by the Board or nomination for election by the Company's
stockholders was approved in advance by a vote of at least
two-thirds (2/3) of the directors then still in office who either
were directors at the beginning of the period or who were new
directors (subject to the exclusions set forth above in this
Section 2(a)(ii)) whose election or nomination for election was
previously so approved, cease for any reason to constitute at
least a majority thereof;
(iii) the stockholders of the Company approve any transaction or series
of transactions under which the Company is merged or consolidated
with any other company, other than a merger or consolidation (A)
which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into
voting securities of the surviving entity) more than 66-2/3% of
the combined voting power of the voting securities of the Company
or such surviving entity outstanding immediately after such
merger or consolidation and (B) after which no Person holds 20%
or more of the combined voting power of the then-outstanding
securities of the Company (if it is the surviving parent) or such
surviving entity; provided, however, that, if consummation of the
corporate transaction referred to in this Section 2(a)(iii) is
subject, at the time of such approval by stockholders, to the
consent of any government or governmental agency or approval of
the stockholders of another entity or other material contingency,
no Change in Control shall occur until such time as such consent
and approval has been obtained and any other material contingency
has been satisfied;
(iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the
Company's assets; provided, however, that, if consummation of the
transaction referred to in this Section 2(a)(iv) is subject, at
the time of such approval by stockholders, to the consent of any
government or governmental agency or approval of the stockholders
of another entity or other material contingency, no Change in
Control shall occur until such time as such consent and approval
has been obtained and any other material contingency has been
satisfied; or
(v) the Board adopts a resolution to the effect that, for purposes of
this Agreement, a Change in Control has occurred, provided that
the Board may impose limitations on the effects of a Change in
Control or the payment of amounts or benefits under this
Agreement if the Change in Control has occurred under this
Section 2(a)(v) and not under other
<PAGE>
subsections of this Section 2(a).
(b) "POTENTIAL CHANGE IN CONTROL" DEFINED. A "Potential Change in
Control" shall be deemed to have occurred if:
(i) the Company enters into an agreement, the consummation of which
would result in the occurrence of a Change in Control;
(ii) any Person (including the Company) publicly announces an
intention to take or to consider taking actions which if
consummated would constitute a Change in Control; or
(iii) the Board adopts a resolution to the effect that, for purposes of
this Agreement, a Potential Change in Control has occurred.
(c) EMPLOYEE COVENANTS. You agree that, subject to the terms and
conditions of this Agreement, in the event of a Potential Change in Control, you
will remain in the employ of the Company until the earliest of (i) a date which
is 180 days from the occurrence of such Potential Change in Control, (ii) the
termination of your employment by reason of Disability (as defined herein) or
(iii) the date on which you first become entitled under this Agreement to
receive the benefits provided in Section 3(b) hereof.
(d) COMPANY COVENANT REGARDING POTENTIAL CHANGE IN CONTROL. In the
event of a Potential Change in Control, the Company shall, not later than 15
days thereafter, have established one or more rabbi trusts and shall deposit
therein cash in an amount sufficient to provide for full payment of all
potential obligations of the Company that would arise assuming consummation of a
Change in Control and a subsequent termination of your employment under Section
3(b). Such rabbi trust(s) shall be irrevocable and shall provide that the
Company may not, directly or indirectly, use or recover any assets of the
trust(s) until such time as all obligations which potentially could arise
hereunder have been settled and paid in full, subject only to the claims of
creditors of the Company in the event of insolvency or bankruptcy of the
Company.
3. TERMINATION.
(a) TERMINATION BY THE COMPANY FOR CAUSE, BY YOU WITHOUT GOOD REASON,
OR BY REASON OF DEATH OR DISABILITY. If during the Protected Period your
employment by the Company is terminated by the Company for Cause, by you without
Good Reason, or because of your death or Disability, the Company shall be
relieved of its obligation to make any payments to you other than (i) its
payment of amounts otherwise accrued and owing but not yet paid and (ii) any
amounts payable under then-existing employee benefit programs at the time such
amounts are due.
(b) TERMINATION BY THE COMPANY WITHOUT CAUSE OR BY YOU FOR GOOD
REASON. If during the Protected Period your employment by the Company is
terminated by the Company without cause or by you for Good Reason, you shall be
entitled to the compensation and benefits described in this Section 3(b). If
your employment by the Company is terminated prior to a Change in Control at the
request of a Person engaging in a transaction or series of transactions that
would result in a Change in Control, the Protected Period shall commence upon
the subsequent occurrence of a Change in Control, your actual termination shall
be deemed a termination occurring during the Protected Period and covered by
this Section 3(b), your Date of Termination shall be deemed to have occurred
immediately following the Change in Control, and Notice of Termination shall be
deemed to have been given by the Company immediately prior to your actual
termination. Your continued employment shall not constitute consent to, or a
waiver of rights with respect to, any circumstances constituting Good Reason
hereunder. The compensation and benefits provided under this Section 3(b) are as
follows:
(i) The Company shall pay you your full base salary through the
Date of Termination at the rate in effect at the time Notice
of Termination is given, no later than the fifth day
following the Date of Termination, and you shall receive all
other amounts to which you are entitled
<PAGE>
under any compensation or benefit plan of the Company, at
the time such payments are due.
(ii) At the time specified in Section 3(d) hereof, the Company
shall pay you, in lieu of any further salary, bonus or
severance payments for periods subsequent to the Date of
Termination, a lump sum amount in cash equal to three times
the sum of:
(A) the greater of (I) your annual base salary in effect
immediately prior to the Change in Control of the
Company or (II) your annual base salary in effect at
the time Notice of Termination is given; and
(B) your annual target bonus for the year in which the
Change in Control occurs or, if no such target bonus
has yet been determined for such year, your annual
target bonus actually earned by you in the year
immediately preceding the year in which the Change in
Control occurs.
(iii)At the time specified in Section 3(d) hereof, the Company
shall pay to you, in lieu of amounts which otherwise may be
payable to you under any bonus plan (a "Bonus Plan"), an
amount in cash equal to (A) your annual target bonus for the
year in which the Change in Control occurs, multiplied by a
fraction (I) the numerator of which equals the number of
full or partial days in such annual performance period
during which you were employed by the Company and (II) the
denominator of which is 365, plus (B) your target bonus
opportunity with respect to each other performance period in
progress under all Bonus Plans in effect at the time of
termination, multiplied (in each case) by a fraction (I) the
numerator of which equals the number of full or partial days
elapsed from the beginning of the applicable performance
period through the date of your termination and (II) the
denominator of which is the total number of days in the
applicable performance period.
(iv) The Company shall provide you with a cash allowance, at the
time specified in Section 3(d) hereof, for outplacement and
job search activities (including, but not limited to, office
and secretarial expenses) in the amount of 20% of your
annual base salary and annual target bonus taken into
account under Section 3(b)(ii) hereof, provided that (A)
such cash allowance shall not exceed $100,000, and (B) such
cash allowance shall apply only to those costs or
obligations that are incurred by you during the 36-month
period following your termination of employment.
(v) For a 36-month period following your termination of
employment, the Company shall arrange to provide you with
life and health insurance benefits no less favorable than
those which you were receiving immediately prior to the
Notice of Termination. Notwithstanding the foregoing, any
benefit described in the preceding sentence shall constitute
secondary coverage with respect to any life and health
insurance benefits actually received by you in connection
with any subsequent employment (or self-employment) during
the 36-month period following your termination.
(vi) Starting at age 55, you shall receive retiree medical and
life benefits from the Company. Such benefits shall be no
less favorable than the benefits that you would have
received had you, at the time Notice of Termination is
given, both (A) attained age 55 and (B) retired from the
Company. Notwithstanding the foregoing, any benefit
described in the preceding sentence shall constitute
secondary coverage with respect to retiree medical and life
benefits actually received by you in connection with any
subsequent employment (or self-employment) following your
termination.
(c) EXCISE TAX GROSS-UP; LIMITED REDUCTION IN SEVERANCE PAYMENT
TO AVOID EXCISE TAX.
(i) In the event you become entitled to any amounts payable in
connection with a Change in
<PAGE>
Control or termination of employment during the Protected
Period (whether or not such amounts are payable pursuant to
this Agreement) (the "Severance Payments"), if any of such
Severance Payments are subject to the tax (the "Excise Tax")
imposed by Section 4999 of the Code (or any similar federal,
state or local tax that may hereafter be imposed), the
Company shall pay to you at the time specified in Section
3(d) hereof an additional amount (the "Gross-Up Payment")
such that the net amount retained by you, after deduction of
any Excise Tax on the Total Payments (as hereinafter
defined) and any federal, state and local income tax and
Excise Tax upon the payment provided for by this Section
3(c), shall be equal to the Total Payments. The foregoing
notwithstanding, if the Severance Payments exceed the Safe
Harbor Amount (as defined below) and a reduction of up to
15% of any cash payments pursuant to Section 3(b)(ii) of
this Agreement would cause the Severance Payments to be
equal to the Safe Harbor Amount and thereby avoid the
imposition of any Excise Tax, the cash payments pursuant to
Section 3(b)(ii) of this Agreement shall be reduced to the
extent necessary (up to 15%) to result in all remaining
Severance Payments equal to the Safe Harbor Amount. The
"Safe Harbor Amount" shall mean one dollar less than 300% of
the "base amount" as determined in accordance with Section
280G(b)(3) of the Code.
(ii) For purposes of determining whether any of the Severance
Payments will be subject to the Excise Tax and the amount of
such Excise Tax: (i) any other payments or benefits received
or to be received by you in connection with a Change in
Control or your termination of employment (whether pursuant
to the terms of this Agreement or any other plan,
arrangement or agreement with the Company, any Person whose
actions result in a Change in Control or any Person
affiliated with the Company or such Person) (which, together
with the Severance Payments, constitute the "Total
Payments") shall be treated as "parachute payments" within
the meaning of Section 280G(b)(2) of the Code, and all
"excess parachute payments" within the meaning of Section
280G(b)(1) of the Code shall be treated as subject to the
Excise Tax, unless in the opinion of nationally-recognized
tax counsel selected by you such other payments or benefits
(in whole or in part) do not constitute parachute payments,
or such excess parachute payments (in whole or in part)
represent reasonable compensation for services actually
rendered within the meaning of Section 280G(b)(4) of the
Code in excess of the base amount within the meaning of
Section 280G(b)(3) of the Code, or are otherwise not subject
to the Excise Tax; (ii) the amount of the Total Payments
which shall be treated as subject to the Excise Tax shall be
equal to the lesser of (A) the total amount of the Total
Payments and (B) the amount of excess parachute payments
within the meaning of Section 280G(b)(1) of the Code (after
applying Section 3(c)(i) hereof); and (iii) the value of any
non-cash benefits or any deferred payments or benefit shall
be determined by a nationally-recognized accounting firm
selected by you in accordance with the principles of
Sections 280G(d)(3) and (4) of the Code. For purposes of
determining the amount of the Gross-Up Payment, you shall be
deemed to pay federal income taxes at the highest marginal
rate of federal income taxation in the calendar year in
which the Gross-Up Payment is to be made and state and local
income taxes at the highest marginal rate of taxation in the
state and locality of your residence on the Date of
Termination, net of the maximum reduction in federal income
taxes which could be obtained from deduction of such state
and local taxes. In the event that the Excise Tax is
subsequently determined to be less than the amount taken
into account hereunder at the time of termination of your
employment, you shall repay to the Company within ten days
after the time that the amount of such reduction in Excise
Tax is finally determined the portion of the Gross-Up
Payment attributable to such reduction (plus the portion of
the Gross-Up Payment attributable to the Excise Tax and
federal and state and local income tax imposed on the
Gross-Up Payment being repaid by you if such repayment
results in a reduction in Excise Tax and/or federal and
state and local income tax deduction) plus interest on the
amount of such repayment at the rate provided in Section
1274(b)(2)(B) of the Code. In the event that the Excise Tax
is determined to
<PAGE>
exceed the amount taken into account hereunder at the time
of the termination of your employment (including by reason
of any payment the existence or amount of which cannot be
determined at the time of the Gross-Up Payment), the Company
shall make an additional gross-up payment in respect of such
excess within ten days after the time that the amount of
such excess is finally determined.
(d) TIME OF PAYMENT. The payments provided for in Sections
3(b)(ii), 3(b)(iii) and 3(c) hereof shall be made not later than the fifteenth
day following the Date of Termination; provided, however, that if the amount of
such payments cannot be finally determined on or before such day, the Company
shall pay to you on such day an estimate, as determined in good faith by the
Company, of the minimum amount of such payments and shall pay the remainder of
such payments (together with interest at the rate provided in Section
1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but
in no event later than the thirtieth day after the Date of Termination. In the
event that the amount of the estimated payments exceeds the amount subsequently
determined to have been due, such excess shall constitute a loan by the Company
to you, payable on the fifteenth day after the demand by the Company (together
with interest at the rate provided in Section 1274(b)(2)(B) of the Code). The
payments provided in Section 3(b)(iv) hereof shall be made not later than the
fifteenth day following the submission of each receipt to the Company evidencing
costs or obligations incurred by you in connection with outplacement counseling
and job search activities.
(e) NOTICE. During the Protected Period, any purported
termination of your employment by the Company or by you shall be communicated by
written Notice of Termination to the other party hereto.
(f) CERTAIN DEFINITIONS. Except as otherwise indicated in this
Agreement, all definitions in this Section 3(f) shall be applicable during the
Protected Period only.
(i) Disability. "Disability" shall mean your absence from the
full-time performance of your duties with the Company for
six consecutive months as a result of your incapacity due to
physical or mental illness or disability, and within 30 days
after written Notice of Termination is thereafter given you
shall not have returned to the full-time performance of your
duties.
(ii) Cause. "Cause" shall mean termination on account of (A) the
willful and continued failure by you to substantially
perform your duties with the Company (other than any such
failure resulting from your incapacity due to physical or
mental illness or disability or any failure after the
issuance of a Notice of Termination by you for Good Reason)
which failure is demonstrably and materially damaging to the
financial condition or reputation of the Company and/or its
subsidiaries, and which failure continues more than 48 hours
after a written demand for substantial performance is
delivered to you by the Board, which demand specifically
identifies the manner in which the Board believes that you
have not substantially performed your duties or (B) the
willful engaging by you in conduct which is demonstrably and
materially injurious to the Company, monetarily or
otherwise. No act, or failure to act, on your part shall be
deemed "willful" unless done, or omitted to be done, by you
not in good faith and without reasonable belief that your
action or omission was in the best interest of the Company.
Notwithstanding the foregoing, you shall not be deemed to
have been terminated for Cause unless and until there shall
have been delivered to you a copy of the resolution duly
adopted by the affirmative vote of not less than
three-quarters (3/4) of the entire membership of the Board
at a meeting of the Board (after reasonable notice to you
and an opportunity for you, together with your counsel, to
be heard before the Board) finding that, in the good faith
opinion of the Board, you were guilty of conduct set forth
above in this Section 3(f)(ii) and specifying the
particulars thereof in detail.
(iii)Good Reason. "Good Reason" shall mean, without your express
written consent, the occurrence upon or after a Change in
Control of any of the following circumstances
<PAGE>
unless, in the case of Sections 3(f)(iii)(A), (E), (F) or (G)
hereof, such circumstances are fully corrected prior to the Date
of Termination specified in the Notice of Termination given in
respect thereof:
(A) if you were an executive officer of the Company immediately
prior to the Change in Control, the assignment to you of any
duties inconsistent with the position in the Company that
you held immediately prior to the Change in Control or an
adverse alteration in the nature or status of your
responsibilities or the conditions of your employment from
those in effect immediately prior to such Change in Control
(this provision is inapplicable if you were not an executive
officer of the Company immediately prior to a Change in
Control);
(B) a reduction by the Company in your annual base salary, any
target bonus or perquisites as in effect immediately prior
to the Change in Control or as the same may be increased
from time to time except for across-the-board perquisite
reductions similarly affecting all senior executives of the
Company and all senior executives of any Person in control
of the Company;
(C) the relocation of the principal place of your employment to
a location more than 50 miles from the location of such
place of employment on the date of this Agreement; except
for required travel on the Company's business to an extent
substantially consistent with your business travel
obligations prior to the Change in Control;
(D) the failure by the Company to pay to you any portion of your
compensation or to pay to you any portion of an installment
of deferred compensation under any deferred compensation
program of the Company within seven days of the date such
compensation is due;
(E) the failure by the Company to continue in effect any
material compensation or benefit plan in which you
participated immediately prior to the Change in Control,
unless an equitable arrangement (embodied in an ongoing
substitute or alternative plan) has been made with respect
to such plan, or the failure by the Company to continue your
participation therein (or in such substitute or alternative
plan) on a basis not materially less favorable, both in
terms of the amounts of benefits provided and the level of
your participation relative to other participants, as
existed at the time of the Change in Control;
(F) the failure of the Company to obtain a satisfactory
agreement from any successor to assume and agree to perform
this Agreement, as contemplated in Section 6 hereof; or
(G) any purported termination of your employment that is not
effected pursuant to a Notice of Termination satisfying the
requirements of Section 3(f)(iv) hereof (and, if applicable,
the requirements of Section 3(f)(ii) hereof), which
purported termination shall not be effective for purposes of
this Agreement.
(iv) Notice of Termination. "Notice of Termination" shall mean notice
indicating the specific termination provision in this Agreement
relied upon and setting forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of your
employment under the provision so indicated.
(v) Date of Termination. "Date of Termination" shall mean (A) if your
employment is terminated for Disability, 30 days after Notice of
Termination is given (provided that you
<PAGE>
shall not have returned to the full-time performance of your
duties during such 30-day period) or (B) if your employment is
terminated for any other reason, the date specified in the Notice
of Termination (which, in the case of a termination for Cause,
shall not be less than 30 days from the date such Notice of
Termination is given and, in the case of a termination for Good
Reason, shall not be less than 15 nor more than 60 days from the
date such Notice of Termination is given).
4. MITIGATION. Except as provided in Section 3(b)(v) and (vi)
hereof, you shall not be required to mitigate the amount of payment
provided for under this Agreement by seeking other employment or otherwise,
nor shall the amount of payment or benefit provided for under this
Agreement be reduced by any compensation earned by you as the result of
employment by another employer, by retirement benefits, by offset against
any amount claimed to be owed by you to the Company, or otherwise.
5. COSTS OF PROCEEDINGS. The Company shall pay all costs and
expenses, including all attorneys' fees and disbursements, of the Company
and, at least monthly, you in connection with any legal proceedings,
whether or not instituted by the Company or you, relating to the
interpretation or enforcement of any provision of this Agreement; provided
that if you instituted the proceeding and a finding (no longer subject to
appeal) is entered that you instituted the proceeding in bad faith, you
shall pay all of your costs and expenses, including attorneys' fees and
disbursements. The Company shall pay prejudgment interest on any money
judgment obtained by you as a result of such proceeding, calculated at the
prime rate of The Chase Manhattan Bank as in effect from time to time from
the date that payment should have been made to you under this Agreement.
6. SUCCESSORS; BINDING AGREEMENT.
(a) SUCCESSOR TO COMPANY TO ASSUME OBLIGATIONS. The Company shall
require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. As used in
this Agreement, "Company" shall mean the Company as hereinbefore defined
and any successor to its business and/or assets as aforesaid which assumes
and agrees to perform this Agreement by operation of law, or otherwise.
(b) EMPLOYEE'S SUCCESSORS. This Agreement shall inure to the benefit
of and be enforceable by you and your personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees. In the event of your death, all amounts otherwise payable to you
hereunder shall, unless otherwise provided herein, be paid in accordance
with the terms of this Agreement to your devisee, legatee or other designee
or, if there is no such designee, to your estate.
7. NOTICE. Notices and all other communications provided for in this
Agreement shall be in writing and shall be deemed to have been duly given
when (a) personally delivered or (b) mailed by United States certified or
registered mail, return receipt requested, postage prepaid, addressed to
the respective addresses set forth on the first page of this Agreement;
provided that all notice to the Company shall be directed to the attention
of the Board with a copy to the General Counsel of the Company, or to such
other address as either party may have furnished to the other in writing in
accordance herewith, except that notice of change of address shall be
effective only upon receipt.
8. MISCELLANEOUS. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by you and such officer as may be
designated by the Board. No waiver by either party hereto at any time of
any breach by the other party hereto of, or compliance with, any condition
or provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the
time or at any prior or subsequent time. The validity, interpretation,
construction and performance of this Agreement
<PAGE>
shall be governed by the laws of the State of Georgia without regard to its
conflicts of law principles. All references to sections of the Exchange Act
or the Code shall be deemed also to refer to any successor provisions to
such sections. Any payments provided for hereunder shall be paid net of any
applicable withholding required under federal, state or local law. The
obligations of the Company under this Agreement shall survive the
expiration of this Agreement to the extent necessary to give effect to this
Agreement.
9. VALIDITY. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.
10. COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
11. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement
of the parties hereto in respect of the subject matter contained herein and
during the term of this Agreement supersedes the provisions of all prior
agreements, promises, covenants, arrangements, communications, representations
or warranties, whether oral or written, by any officer, employee or
representative of any party hereof with respect to the subject matter contained
herein. No agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either party which
are not expressly set forth in this Agreement. Notwithstanding anything to the
contrary in this Agreement, the procedural provisions of this Agreement shall
apply to all benefits payable as a result of a Change in Control (or other
change in control) under any employee benefit plan, agreement, program, policy
or arrangement of the Company.
If this letter sets forth our agreement on the subject matter hereof,
kindly sign and return to the Company the enclosed copy of this letter, which
will then constitute our agreement on this subject.
SYNAVANT INC.
By:______________________________________
[Chairman and Chief Executive Officer]
or
[President and Chief Operating Officer]
Agreed to this ____________________ day of ____________________________, 2000.
EMPLOYEE
-------------------------------------
Type Name:
