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SYNAVANT INC.
EMPLOYEE PROTECTION PLAN
Synavant Inc. (the "Company") wishes to define those circumstances
under which it will provide assistance to an Eligible Employee in the event of
his or her Eligible Termination (as such terms are defined herein). Accordingly,
the Company hereby establishes the Synavant Inc. Employee Protection Plan (the
"Plan").
Section 1 - DEFINITIONS
1.1 "Cause" shall mean (a) willful malfeasance or willful misconduct by
the Eligible Employee in connection with his or her employment, (b) continuing
failure to perform such duties as are requested by any employee to whom the
Eligible Employee reports, directly or indirectly, or by the board of directors
of either the Company or the Participating Company which employs the Eligible
Employee, (c) failure by the Eligible Employee to observe material policies of
the Company or Participating Company applicable to the Eligible Employee or (d)
the commission by an Eligible Employee of (i) any felony or (ii) any misdemeanor
involving moral turpitude.
1.2 "Change In Control" shall mean the occurrence, after the effective
date hereof, of one of the following events:
(a) any "Person," as such term is used in Sections 13(d) and
14(d) of the Securities 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 corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock in the Company) becomes the "Beneficial
Owners" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 20% or more of the
combined voting power of the Company's then-outstanding securities;
(b) during any period of 24 months (not including any period
prior to the effective date of this Plan), individuals who at the beginning of
such period constitute the board of directors of the Company (the "Board"), and
any new director (other than (i) a director nominated by a Person who has
entered into an agreement with the Company to effect a transaction described in
paragraphs (a), (c), or (d) of this definition, (ii) 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
(iii) 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 whose election or
nomination for election was previously so approved, cease for any reason to
constitute at least a majority thereof;
(c) 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 (i) 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 (ii) after
which no Person holds 20% or more of the combined voting power of the
then-outstanding securities of the Company or such surviving entity;
(d) 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; or
(e) the Board adopts a resolution to the effect that, for
purposes of this Plan, a Change in Control has occurred.
1.3 "Change in Control Period" shall mean the period beginning upon a
Change in Control and ending at the end of the 12th month following the Change
in Control.
1.4 "IMS Health" shall mean IMS Health Incorporated.
1.5 "Committee" shall mean the Compensation and Benefits Committee of
the Board of Directors of the Company.
1.6 "Eligible Employee" shall mean a full-time salaried employee or
regular part-time salaried employee of (a) the Company, (b) a Participating
Company, or (c) any affiliated entity of the Company (other than a Participating
Company) which employee has been selected to participate in the Plan by the
Employee Benefits Committee; provided, however, that (i) an employee who has
entered into an agreement with the Company or a Participating Company which
expressly excludes such employee from participation in this Plan (e.g., by
naming this Plan or excluding participation in Company-sponsored severance plans
generally) and which remains in effect at the date of such employee's
termination of employment shall not be an Eligible Employee; and (ii) an
employee who otherwise would qualify but who is not on the United States payroll
shall be an Eligible Employee only if so determined by the Employee Benefits
Committee, and such Eligible Employee, and any employee who qualifies as an
Eligible Employee under clause (c) of this definition, shall be subject to such
additional terms and limitations as the Employee Benefits Committee may deem
necessary or advisable. Each Eligible Employee shall be designated as within one
of the groups specified as "Selected Executives," "Level A," "Level B," or
"Level C" on Attachment A hereto.
1.7 "Eligible Termination" shall mean (a) an involuntary termination of
employment by the Company or a Participating Company for any reason, except
that, in the case of any Eligible Employee, an involuntary termination for Cause
will not constitute an Eligible Termination and, in the case of any Eligible
Employee designated as within Level A, Level B, or Level C on Attachment A
hereto, an involuntary termination due to unsatisfactory performance will not
constitute an Eligible Termination (unless otherwise determined by the Employee
Benefits Committee or a person to whom such Committee has delegated authority
under the Plan); or (b) a resignation mutually agreed to in writing by the
Company or a Participating Company and the Eligible Employee, in which writing
it is expressly agreed that benefits under this Plan will be available to the
Eligible Employee. The foregoing notwithstanding, an Eligible Termination shall
not include (x) a unilateral resignation; or (y) any termination where an offer
of employment is made to the Eligible Employee of a comparable position at the
Company or an affiliate or, if such termination occurs within six months
following the Spinoff Date, at IMS Health, in any case concurrently with his or
her termination.
1.8 "Employee Benefits Committee" shall mean a committee of Company
management employees heretofore established by the Committee.
1.9 "Participating Company" shall mean any entity affiliated with the
Company which has been designated to participate in the Plan by action of the
Employee Benefits Committee.
1.10 "Salary" shall mean an Eligible Employee's annual base salary,
prior to reductions for voluntary contributions made to any Company plan and
excluding amounts paid under such plans, in effect immediately prior to his or
her termination of employment, except as otherwise provided in Section 2 hereof
and Section 1 of Attachment C hereto.
1.11 "Severance Agreement and Release" shall mean an agreement signed
by the Eligible Employee substantially in the form attached hereto as Attachment
D. The foregoing notwithstanding, the Company may, by action of its chief human
resources officer or chief legal counsel or a person delegated authority by one
of such persons, modify the form of Severance Agreement and Release to be signed
by any Eligible Employee, subject to such limitations or procedures as may be
specified by the Employee Benefits Committee, and provided that, during the
Change in Control Period, such Agreement shall not be modified in a manner that
increases the obligations or decreases the rights of the Eligible Employee as
compared to the form of such Agreement in use prior to the Change in Control.
1.12 "Spinoff Date" shall mean the date on which there was effected the
distribution of common stock of the Company owned by IMS Health to holders of
record of shares of common stock, par value $0.01 per share, of IMS Health.
1.13 "Year of Service" shall mean, for purposes of applying the formula
set forth in Attachment B, each full and partial year of employment with the
Company, any Participating Company, and otherwise as specified in the final
sentence of this definition, in each case beginning with the Eligible Employee's
initial date of hire; provided, however, that (i) all partial years of service
shall be aggregated for purposes of determining the total number of Years of
Service; (ii), in the case of an Eligible Employee who was not continuously
employed, no period of employment previously taken into account, if such
Eligible Employee was eligible for severance benefits upon any prior
termination, shall be taken into account in determining Years of Service
hereunder; and (iii), in the case of an Eligible Employee who was a regular
part-time employee during any period of employment which would be taken into
account in determining his or her Years of Service, such period shall be
adjusted to equivalent full-time employment for purposes of determining Years of
Service by multiplying the total number of weeks in such period by a fraction
the numerator of which is the total number of hours such employee was scheduled
to work during each week and the denominator of which is the number of hours a
full-time employee would have been scheduled to work during such week, and
dividing the product by 52. The Eligible Employee shall continue to accrue
Service for purposes of this definition during approved leaves of absence,
military service absences, paid holidays, paid vacations, temporary absences due
to illness or injury, disability, or any other cause, if and to the extent that
service is customarily accrued for purposes of the retirement plan or plans of
the Company or Participating Company which then employs the Eligible Employee.
With respect to periods of employment with companies which are acquired or
become affiliated with the Company after the Spinoff Date, any periods of
employment of an Eligible Employee prior to the date of acquisition or
affiliation will not be taken into account in determining Years of Service
unless expressly approved in writing by the Employee Benefits Committee. Other
provisions of this Plan notwithstanding and to the extent required by any
Employee Benefits Agreement between IMS Health, and the Company, "Years of
Service" shall include all periods of employment prior to the Spinoff Date to
the extent such employment would have been taken into account under the IMS
Health Employee Protection Plan as in existence immediately prior to the Spinoff
Date.
Section 2 - SEVERANCE BENEFITS
2.1 Subject to the provisions of this Section 2 (including the
condition set forth in Section 2.4), in the event of an Eligible Termination by
an Eligible Employee:
(a) If the Eligible Termination occurs not within a Change in
Control Period, the Eligible Employee shall be entitled to receive from the
Company or a Participating Company the Salary continuation and benefits in the
amount determined in accordance with Attachment C for the period specified on
Attachment B hereto, subject to Section 2.2 and 2.3; and
(b) If the Eligible Termination occurs within the Change in
Control Period, the Eligible Employee shall be entitled to receive from the
Company or a Participating Company the Salary continuation in an amount equal to
130% of the amount determined in accordance with Attachment C for the period
specified on Attachment B hereto and benefits for the period specified on
Attachment B hereto, subject to Section 2.2 and 2.3; provided, however, that if
the Company or a Participating Company and the Eligible Employee have entered
into a Change-in-Control Agreement or other agreement specifically providing for
severance payments and benefits upon specified terminations following a change
in control of the Company which is in effect at the date of the Eligible
Termination (whether or not severance payments and benefits are actually payable
under such other agreement), no Salary continuation or benefits shall be payable
to the Eligible Employee under this Plan.
2.2 If, during the period that Salary and benefits continuation is to
be provided under Section 2.1 and Attachment B hereto, the Eligible Employee
earns or accrues compensation and benefits under any employment or compensatory
arrangement for services provided to any party other than the Company or a
Participating Company (including as an employee, consultant, owner, partner,
associate, agent, independent contractor, sole proprietor, security holder, or
otherwise in an arrangement in which anything of value is earned or accrued
based on services of the Eligible Employee), the Salary continuation payments
and benefits continuation shall terminate as of the date such services
commenced. The Eligible Employee shall inform the Employee Benefits Committee of
any such employment or other arrangement under which such services will be
provided, prior to or upon commencement of such employment or arrangement,
including the date as of which such employment or services commenced. The
Company or a Participating Company shall be entitled to recover from the
Eligible Employee any payments and the fair market value of benefits previously
made or provided to the Eligible Employee under the Plan which would not have
been paid under this Section 2.2 if the Employee Benefits Committee had adequate
prior notice of the matters specified in the preceding sentence. If, during the
period that Salary and benefits continuation is to be provided under Section 2.1
and Attachment B hereto, the Eligible Employee becomes reemployed by the Company
or a Participating Company or enters into a compensation arrangement with the
Company or a Participating Company not contemplated at the time of his or her
termination, Salary and benefits continuation hereunder will continue only if
and to the extent determined by the Employee Benefits Committee. All
determinations under this Section 2.2 shall be made in the sole discretion of
the Employee Benefits Committee.
2.3 Unless otherwise determined by the Employee Benefits Committee, the
amount of Salary payable during the period specified in Attachment B shall be
reduced by each of the following amounts, if any, applicable to the Eligible
Employee (but not reduced to an amount less than zero pursuant to this Section
2.3):
(i) the amount of any sign-on bonus or any other
amount(s) paid by the Company or any of its affiliated entities to the Eligible
Employee (other than the payment of base salary, performance-related bonuses, or
reimbursement of business-related expenses incurred by the Eligible Employee) in
connection with the Eligible Employee's commencement of employment, if such
payment(s) occurred within twelve months of the date of the Eligible
Termination, or
(ii) the amount of any severance payments,
termination payments or any other amounts paid or payable to the Eligible
Employee arising from or relating to the termination of employment of the
Eligible Employee by the Company or any affiliated entity, whether the rights to
such payments arise from (a) severance or other benefit plans sponsored by the
Company or any of its affiliated entities, (b) the laws of any governmental
entity, (c) the requirements of any works council or labor organization, or (d)
the terms of any agreement between the Eligible Employee and the Company and/or
any of its affiliated entities.
If reduced in accordance with this Section 2.3, the aggregate amount of Salary
payable during the period specified in Attachment B shall equal the aggregate
amount of Salary that would have been payable over the entire period (i.e.,
before any reduction) minus the amount referred to in clause (i) of this Section
and minus the amount referred to in clause (ii) of this Section. Such aggregate
amount of Salary shall be payable proportionately over the period during which
Salary continuation is to be paid, as specified in Attachment B hereto.
2.4 The grant of severance benefits pursuant to Section 2.1 hereof is
conditioned upon an Eligible Employee's signing a Severance Agreement and
Release and the expiration of any revocation period set forth therein.
2.5 Notwithstanding any other provision contained herein (except as set
forth in this Section 2.5), the Chief Executive Officer of the Company or an
officer to whom the Chief Executive Officer has delegated authority may, at any
time, take such action as such officer, in such officer's sole discretion, deems
appropriate to reduce or increase by any amount the benefits otherwise payable
to an Eligible Employee pursuant to Section 2.1, including the amount payable as
Salary during the period specified in Attachment B, or otherwise modify the
terms and conditions applicable to an Eligible Employee under this Plan provided
that the Chief Executive Officer or such delegatee reports any reduction or
increase in benefits or other modification of the terms and conditions hereof to
the Employee Benefits Committee. Notwithstanding the foregoing, during the
Change in Control Period, the Chief Executive Officer and any delegatee may not
reduce by any amount the benefits otherwise payable to an Eligible Employee
pursuant to Section 2.1(b) or otherwise modify the terms and conditions
applicable to an Eligible Employee under the Plan. Benefits granted hereunder
may not exceed an amount nor be paid over a period which would cause the Plan to
be other than a "welfare benefit plan" under section 3(1) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").
2.6 In the event the Company or a Participating Company, in its sole
discretion, grants an Eligible Employee a period of inactive employee status,
any amounts paid to such Eligible Employee during any such period shall offset
the benefits payable under this Plan if the Eligible Employee does not resume
active employment prior to termination of employment. For this purpose, a period
of inactive employee status shall mean the period beginning on the date such
status commences (of which the Eligible Employee shall be notified) and ending
on the date of such Eligible Employee's termination of employment or resumption
of active employment.
Section 3 - AMENDMENT AND TERMINATION
3.1 The Company reserves the right to terminate the Plan at any time
and without any further obligation by action of its Board of Directors or such
other person or persons to whom the Board properly delegates such authority;
provided, however, during a Change in Control Period, the Company may not
terminate the Plan.
3.2 The Company shall have the right to modify or amend the terms of
the Plan at any time, or from time to time, to any extent that it may deem
advisable by action of its Board of Directors, the Committee or such other
person or persons to whom the Board or the Committee properly has delegated such
authority; provided, however, that during a Change in Control Period, the
Company may not modify or amend the terms of the Plan in a manner which reduces
the compensation or benefits otherwise payable hereunder; and provided further,
that the Company may not modify or amend the terms of the Plan in a manner which
materially adversely affects the rights of a person who has commenced to receive
compensation or benefits hereunder following an Eligible Termination.
3.3 All modifications of or amendments to the Plan shall be in writing.
Section 4 - ADMINISTRATION OF THE PLAN
4.1 The Employee Benefits Committee shall be the Plan Administrator and
shall have the exclusive right, power and authority to:
(a) construe and interpret any and all of the provisions of
the Plan;
(b) establish a claims and appeals procedure; and
(c) consider and decide conclusively any questions (whether of
fact or otherwise) arising in connection with the administration of the Plan or
any claim for Salary and benefits continuation arising under the Plan.
Any decision or action of the Employee Benefits Committee pursuant to this
Section 4.1 shall be in the sole discretion of the Employee Benefits Committee
and shall be conclusive and binding on any affected person.
4.2 With respect to any function of the Employee Benefits Committee
under the Plan, the Employee Benefits Committee may, in its sole discretion,
delegate its authority under the Plan to any employee(s) or committee of
employees of the Company or Participating Companies, and may designate such
employee(s) or committee to function as or act on behalf of the Employee
Benefits Committee.
4.3 The Company shall indemnify any individual who is a director,
officer or employee of the Company or any affiliate, or his or her heirs and
legal representatives, against all liability and reasonable expense, including
counsel fees, amounts paid in settlement and amounts of judgments, fines or
penalties, incurred or imposed upon him or her in connection with any claim,
action, suit or proceeding, whether civil, criminal, administrative or
investigative, in connection with his or her duties with respect to the Plan,
provided that any act or omission giving rise to such claim, action, suit or
proceeding does not constitute willful misconduct or is not performed or omitted
in bad faith.
Section 5 - MISCELLANEOUS
5.1 Neither the establishment of the Plan nor any action of the Company
or a Participating Company, the Committee, Employee Benefits Committee or any
fiduciary shall be held or construed to confer upon any person any legal right
to continue employment with the Company. The Company and Participating Companies
expressly reserve the right to discharge any employee whenever the interest of
the Company or a Participating Company, in its sole judgment, may so require,
without any liability on the part of the Company or a Participating Company, the
Committee, Employee Benefits Committee or any fiduciary.
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5.2 Benefits payable under the Plan shall be paid out of the general
assets of the Company or a Participating Company. The Company and any
Participating Company need not fund the benefits payable under this Plan;
however, nothing in this Section 5.2 shall be interpreted as precluding the
Company or any Participating Company from funding or setting aside amounts in
anticipation of paying such benefits. Any benefits payable to an Eligible
Employee under this Plan shall represent an unsecured claim by such Eligible
Employee against the general assets of the Company or the Participating Company
that employed such Eligible Employee.
5.3 The Company or a Participating Company shall deduct from the amount
of any Salary continuation or other benefits payable hereunder amounts required
by law to be withheld for the payment of any taxes and any other amount properly
to be withheld.
5.4 Benefits payable under the Plan shall not be subject to assignment,
alienation, transfer, pledge, encumbrance, commutation or anticipation by the
Eligible Employee. Any attempt to assign, alienate, transfer, pledge, encumber,
commute or anticipate Plan benefits shall be void.
5.5 This Plan shall be governed by and construed in accordance with the
laws of the State of Georgia, without regard to principles of conflicts of laws,
except to the extent superseded by applicable federal law.
5.6 This Plan will be of no force or effect to the extent superseded by
foreign law. In addition, the terms and conditions of participation of any
Eligible Employee whose employment is subject to the laws or customs of any
jurisdiction other than the United States or a state thereof may be modified by
the Employee Benefits Committee to conform to or otherwise take into account
such laws and customs; in no event shall severance benefits be payable hereunder
if and to the extent that such benefits would duplicate severance benefits
payable in accordance with such laws and customs, although severance benefits
payable hereunder may supplement those payable under such laws and customs.
5.7 This Plan supersedes any and all prior severance arrangements,
policies, plans or practices of the Company and any predecessor (whether written
or unwritten), including any severance arrangement described in any document
setting forth an offer of employment. Notwithstanding the preceding sentence,
the Plan does not affect the severance provisions of (i) any written individual
employment agreement between an employee and the Company or a Participating
Company which results in such employee not being an Eligible Employee hereunder;
(ii) any Change-in-Control Agreement or other agreement referred to in Section
2.1(b); and (iii) any other agreement entered into between an employee and the
Company or a Participating Company after the effective date of this Plan which
expressly supersedes the provisions of this Plan (i.e., by naming this plan) and
which remains in effect at the date of such employee's termination of
employment. Benefits payable under the Plan shall be offset by any other
severance or termination payment made by the Company or any of its subsidiaries
including, but not limited to, amounts paid pursuant to any agreement or law.
5.8 This Plan shall be effective as of the Spinoff Date.
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Attachment A
SYNAVANT INC.
EMPLOYEE PROTECTION PLAN
Designated Groups of Eligible Employees
For purposes of the Employee Protection Plan (the "Plan") of Synavant
Inc. (the "Company"), an employee of the Company or any Participating Company
(as defined in the Plan) who is an Eligible Employee (as defined in the Plan)
shall be assigned to the Designated Group in accordance with the chart below. An
Eligible Employee's Designated Group assignment generally will determine the
period of Salary and benefits continuation upon an Eligible Termination under
Section 2 of the Plan and Attachment B thereto, subject to the terms of the
Plan.
<TABLE>
<S> <C> <C>
Designated Group Participation Criteria Salary Range
Selected Executives Persons who have entered into Change in N/A
Control Agreements
Level A Persons who have not entered into Change in $150,000 and greater
Control Agreements
Level B Persons who have not entered into Change in $75,000 - $149,999
Control Agreements
Level C All other Eligible Employees as defined in N/A
the Plan
</TABLE>
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Attachment B
SYNAVANT INC.
Employee Protection Plan
<TABLE>
<CAPTION>
Selected Executives Level A Level B
(Persons with Change-in-Control (Persons with no C-in-C Agreement (Persons with no C-in-C Agreement
Agreements ("C-in-C Agreements") and Salary of $150,000 and up) and Salary of $75,000-$149,999)
<S> <C> <C> <C>
LESS THAN 1 YEAR OF SERVICE 26 weeks of salary and benefits 16 weeks of salary and benefits 8 weeks of salary and benefits
continuation continuation continuation
ONE YEAR OF SERVICE AND OVER 1.5 weeks of salary and benefits 1.5 weeks of salary and benefits 1 week of salary and benefits
continuation per $10,000 of continuation per $10,000 of continuation per $10,000 of
salary ` salary salary
PLUS PLUS PLUS
3 weeks of salary and benefits 2 weeks of salary and benefits 2 weeks of salary and benefits
continuation for each Year of continuation for each Year of continuation for each Year of
Service Service Service
Subject to minimum and maximum Subject to minimum and maximum Subject to minimum and maximum
MINIMUM - 26 weeks 16 weeks 8 weeks
MAXIMUM - 104 weeks 78 weeks 52 weeks
<CAPTION>
Level C
(All Other Eligible Employees)
<S> <C>
LESS THAN 1 YEAR OF SERVICE 4 weeks of salary and benefits
continuation
ONE YEAR OF SERVICE AND OVER 1 week of salary and benefits
continuation per $10,000 of
salary
PLUS
1.5 weeks of salary and
benefits continuation for each
Year of Service
Subject to minimum and maximum
MINIMUM - 4 weeks
MAXIMUM - 52 weeks
</TABLE>
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Attachment C
SYNAVANT INC.
EMPLOYEE PROTECTION PLAN
Certain Terms and Conditions of Salary and Benefits Continuation
An Eligible Employee entitled to salary and benefits continuation under
the Employee Protection Plan (the "Plan") of Synavant Inc. (the "Company")
shall, subject to Section 2 of the Plan, receive the payments and benefits
specified below. Capitalized terms used but not defined herein shall have the
meanings as defined in the Plan.
1. Salary Continuation
The Eligible Employee shall receive Salary continuation for the period
specified under Section 2 of the Plan and Attachment B thereto (the "Salary
Continuation Period"). Salary continuation hereunder shall be paid at the times
during such Salary Continuation Period the Eligible Employee's salary would have
been paid if employment had not terminated. Solely for purposes of determining
the amount payable during the Salary Continuation Period and for no other
purposes of the Plan, the Employee Benefits Committee may, in its sole
discretion, include an additional cash amount as part of the amount of Salary
continuation, in order to reflect any periodic payment being received as
compensation by the Eligible Employee in addition to Salary immediately prior to
termination and to ensure comparability of benefits among Eligible Employees
receiving benefits under the Plan. All Salary and benefit continuation payments
shall be subject to termination upon commencement of employment or services and
otherwise as provided in Section 2.2 of the Plan.
2. Welfare Benefit Continuation
Medical, dental and life insurance benefits shall be provided
throughout the Salary Continuation Period at the levels in effect for the
Eligible Employee immediately prior to termination of employment but in no event
greater than the levels in effect for active employees generally during the
Salary Continuation Period, provided that the Eligible Employee shall pay the
employee portion of any required premium payments at the level in effect for
employees generally of the Company for such benefits. For purposes of
determining an Eligible Employee's entitlement to continuation coverage as
required by Title I, Subtitle B, Part 6 of ERISA, such employee's 18-month or
other period of coverage shall commence on his or her termination of employment.
3. Annual Bonus Payment
Subject to the provisions of this paragraph 3, a cash bonus for the
calendar year of termination shall be paid if the Eligible Employee was a
participant in the annual bonus plan of the Company or a Participating Company
(the "Annual Incentive Plan") immediately prior to termination of employment and
the Eligible Employee was employed by the Company or a Participating Company for
at least six full months during the calendar year of termination. In such event,
the Eligible Employee shall receive a cash amount equal to the actual bonus
which would have been payable to the Eligible Employee under such Annual
Incentive Plan had such employee remained employed through the end of the year
of such termination multiplied by a fraction the numerator of which is the
number of full months of employment during the calendar year of termination and
the denominator of which is 12. Such bonus shall be payable at the time
otherwise payable under the Annual Incentive Plan had employment not terminated.
The foregoing notwithstanding, (i) no amount shall be paid under this paragraph
in the event the Eligible Employee incurred an Eligible Termination by reason of
unsatisfactory performance, unless otherwise determined by the Employee Benefits
Committee or, in the case of an executive officer of the Company, by the
Compensation and Benefits Committee of the Company's Board of Directors, and
(ii) no amount shall be paid under this paragraph in the event that Salary and
benefits continuation has previously ceased by operation of Section 2.2 of the
Plan. The terms of this paragraph 3 supersede those of any Annual Incentive
Plan, so that no payment shall be made under such Annual Incentive Plan to an
Eligible Employee following an Eligible Termination except as provided
hereunder. The foregoing provisions of this paragraph 3 shall be appropriately
modified in the case of any plan providing bonuses based on 12-month performance
periods other than the calendar year.
4. Long-Term Bonus Payments and Other Compensation Plans
Bonus payouts under any bonus plan with a performance cycle of
greater than one year (the "Long-Term Plan") of the Company or a Participating
Company in which the Eligible Employee participates immediately prior to
termination shall be determined and governed in accordance with the terms of
such Long-Term Plan. Payments, forfeitures, and other events under any
compensatory plan, other than those referred to in paragraphs 1 through 4
hereof, of the Company or a Participating Company shall be determined and
governed in accordance with the terms of such plan.
5. Death
Upon the death of an Eligible Employee during the Salary Continuation
Period, the benefits described in paragraphs 1, 3 and 4 of this Attachment C
shall continue to be paid to his or her estate, as applicable, at the time or
times otherwise provided for herein.
6. Other Benefits
The Eligible Employee shall be entitled to such outplacement services
during the Salary Continuation Period as may be provided by the Company or a
Participating Company. During the Salary Continuation Period, financial
planning/counseling shall be afforded to the Eligible Employee to the same
extent afforded immediately prior to termination of employment in the event the
Eligible Employee incurred an Eligible Termination other than by reason of
unsatisfactory performance.
7. No Further Grants, Etc.
Following an Eligible Employee's termination of employment, no further
grants, awards, contributions, accruals or continued participation (except as
otherwise provided for herein) shall be made to or on behalf of such employee
under any plan or program maintained by the Company including, but not limited
to, any Annual Incentive Plan, any Long-Term Plan or any qualified or
nonqualified retirement, profit sharing, stock option or restricted stock plan
of the Company. Any unexercised options (whether vested or unvested), unvested
restricted stock and all other benefits under any plan or program maintained by
the Company (including, but not limited to, any Long-Term Plan or any qualified
or nonqualified retirement, profit sharing, stock option or restricted stock
plan) which are held or accrued by an Eligible Employee at the time of his or
her termination of employment shall be treated in accordance with the terms of
such plans and programs under which such options, restricted stock or other
benefits were granted or accrued.
<PAGE>
Attachment D
SEVERANCE AGREEMENT AND RELEASE
THIS SEVERANCE AGREEMENT AND RELEASE, made by and between
_______________ (hereinafter referred to as "Employee"), and Synavant Inc.
(hereinafter deemed to include its worldwide subsidiaries and affiliates and
referred to as the "Company").
WITNESSETH THAT:
WHEREAS, Employee has been employed by the Company and/or a previously
affiliated company or other predecessor since the date specified in the Appendix
to this Agreement (the "Appendix"); and
WHEREAS, the parties to this Agreement desire to enter into an
agreement in order to provide certain salary and benefits continuation to
Employee;
NOW, THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth and of the actions taken pursuant thereto, the parties
agree as follows:
1. Employee's service with the Company, including Employee's service as
an officer and Employee's membership on any committees, is terminated effective
on the date specified in the Appendix. By execution of this Agreement, Employee
confirms his or her resignation from all such offices and committees, effective
as of the date specified as "Effective Date of Termination of Service" in the
Appendix.
2. Effective on the date set forth in the Appendix, Employee will incur
an "Eligible Termination" under the Synavant Inc. Employee Protection Plan (the
"Plan"), a summary plan description of which Employee hereby acknowledges having
received, and will, accordingly, be entitled to the salary and benefits
continuation specified therein subject to the terms and conditions of such Plan.
A summary of the benefits to which Employee is entitled under the Plan is set
forth in the Appendix. Subject to the terms of the Plan, the salary and benefits
continuation shall be provided during the "Severance Period," which shall extend
from the date of the Eligible Termination until the earliest of (i) the
"Severance Termination Date" specified in the Appendix, (ii) the termination of
salary continuation and benefits under Section 2.2 of the Plan as a result of
the eligible Employee earning or accruing compensation from a third party or
otherwise under Section 2.2, or (iii) cessation of salary continuation and
benefits under any other provision of the Plan or this Agreement (including
paragraph 8 hereof). Subject to the terms of the Plan, Employee's obligations
under paragraphs 3, 4 and 5 of this Agreement shall be in effect during the
"Obligation Period," which shall extend from the date of the Eligible
Termination until the later of (i) the "Severance Termination Date" specified in
the Appendix (whether or not the Severance Period expires earlier than the
Severance Termination Date) or (ii) the first anniversary of the date of the
Eligible Termination.
3. Employee agrees that , during the Obligation Period, Employee will
be reasonably available to consult on matters, and will cooperate fully with
respect to any claims, litigations or investigations, relating to the Company.
No reimbursement for expenses incurred after the commencement of a period of
inactive employee status, or if there is no such period, after termination of
employment, shall be made to Employee unless authorized in advance by the
Company.
4. Employee agrees that, during the Obligation Period, Employee will
not become an employee, officer, director, member, consultant, or holder of
stock or other security (unless such stock or other security is listed on a
national securities exchange or traded on a daily basis in the over-the-counter
market and Employee's ownership interest is not in excess of 2% of the company
whose stock or other securities are being acquired), of or to a corporation,
partnership or any other business or firm, which competes with any of the
businesses owned or operated by the Company; nor, if Employee becomes associated
with a company, partnership or individual which company, partnership or
individual acts as a consultant to businesses in competition with the Company,
will Employee provide services to such competing businesses. Businesses which
compete with the Company include, but are not limited to, businesses engaged in
[SPECIFY NATURE OF BUSINESS] , including [SPECIFY COMPANIES] and their
affiliates and successors thereto. The restrictions against competition
contained in this paragraph shall apply in any state of the United States in
which the Company was doing business at the time of Employee's termination of
employment and in any territory in which, in the six months prior to Employee's
termination of employment, Employee participated in or had responsibilities with
respect to Company operations in such territory. The restrictions contained in
this paragraph shall apply whether or not Employee accepts any form of
compensation from such competing entity or consultant. Employee also agrees
that, during the Obligation Period, Employee will not recruit or solicit any
customers of the Company to become customers of any business entity which
competes with any of the businesses owned or operated by the Company. In
addition, Employee agrees that, during the Obligation Period, neither Employee
nor any company or entity Employee controls or in which Employee participates in
management, shall recruit or solicit any employee of the Company to become an
employee of any business entity.
5. If, during the Obligation Period, Employee performs services for any
party other than the Company or a Participating Company (whether or not such
entity is in competition with the Company), Employee shall notify the Company by
certified mail prior to the commencement thereof, and the salary continuation
payments and benefits continuation provided under the Plan shall terminate as of
the date such services commence. To "perform services" shall mean employment or
other service as an employee, consultant, owner, partner, associate, agent,
independent contractor, sole proprietor, security holder, or otherwise in an
arrangement in which anything of value is earned or accrued based on services of
the Eligible Employee.
6. Employee agrees that Employee will not directly or indirectly
disclose any proprietary or confidential information, records, data, formulae,
specifications and other trade secrets owned or held by the Company, whether
oral or written, to any person or use any such information, except pursuant to
court order (in which case Employee will first provide the Company with written
notice of such). All records, files, drawings, documents, models, disks,
equipment and the like relating to the businesses of the Company shall remain
the sole property of the Company and shall not be removed from the premises of
the Company. Employee further agrees to return to the Company any property of
the Company which Employee may have, no matter where located, and not to keep
any copies or portions thereof.
7. Employee shall not make any derogatory or defamatory statements
about the Company and shall not make any written or oral statement, news release
or other announcement relating to Employee's employment by the Company or
relating to the Company (including its affiliates), customers or personnel,
which is designed to embarrass or criticize any of the foregoing.
8. Employee agrees that in the event of any breach of the covenants
contained in paragraphs 3, 4, 5, 6 or 7, in addition to any remedies that may be
available to the Company, the Company may cease all payments and cease providing
all other benefits required to be made or provided to Employee under the Plan
and recover all such payments and the fair market value of all such benefits
previously made to Employee pursuant to the Plan. The parties agree that any
such breach would cause injury to the Company which cannot reasonably or
adequately be quantified and that such relief does not constitute in any way a
penalty or a forfeiture.
9. Employee, for Employee, Employee's family, representatives,
successors and assigns, releases and forever discharges the Company and its
successors, assigns, subsidiaries, affiliates, directors, officers, employees,
attorneys, agents and trustees or administrators of any Company plan from any
and all claims, demands, debts, damages, injuries, actions or rights of action
of any nature whatsoever, whether known or unknown, which Employee had, now has
or may have against the Company, its successors, assigns, subsidiaries,
affiliates, directors, officers, employees, attorneys, agents and trustees or
administrators of any Company plan, from the beginning of Employee's employment
to and including the date of this Agreement, relating to or arising out of
Employee's employment with the Company or the termination of such employment
other than a claim with respect to a vested right Employee may have to receive
benefits under any plan maintained by the Company. Employee represents that
Employee has not filed any action, complaint, charge, grievance or arbitration
against the Company or any of its successors, assigns, subsidiaries, affiliates,
directors, officers, employees, attorneys, agents and trustees or administrators
of any Company plan.
10. Employee covenants that neither Employee, nor any of Employee's
respective heirs, representatives, successors or assigns, will commence,
prosecute or cause to be commenced or prosecuted against the Company or any of
its successors, assigns, subsidiaries, affiliates, directors, officers,
employees, attorneys, agents and trustees or administrators of any Company plan
any action or other proceeding based upon any claims, demands, causes of action,
obligations, damages or liabilities which are being released by this Agreement,
nor will Employee seek to challenge the validity of this Agreement, except that
this covenant not to sue does not affect Employee's future right to enforce
appropriately the terms of this Agreement in a court of competent jurisdiction.
11. Employee acknowledges that (a) Employee has been advised to consult
with an attorney at Employee's own expense before executing this Agreement and
that Employee has been advised by an attorney or has knowingly waived Employee's
right to do so, (b) Employee has had a period of at least [twenty-one (21) days]
[forty-five (45) days] within which to consider this Agreement, (c) Employee has
a period of seven (7) days from the date that Employee signs this Agreement
within which to revoke it and that this Agreement will not become effective or
enforceable until the expiration of this seven (7) day revocation period, (d)
Employee fully understands the terms and contents of this Agreement and freely,
voluntarily, knowingly and without coercion enters into this Agreement, (e)
Employee is receiving greater consideration hereunder than Employee would
receive had Employee not signed this Agreement and that the consideration
hereunder is given in exchange for all of the provisions hereof and (f) the
waiver or release by Employee of rights or claims Employee may have under Title
VII of the Civil Rights Act of 1964, The Employee Retirement Income Security Act
of 1974, the Age Discrimination in Employment Act of 1967, the Older Workers
Benefit Protection Act, the Fair Labor Standards Act, the Americans with
Disabilities Act, the Rehabilitation Act, the Worker Adjustment and Retraining
Act (all as amended) and/or any other local, state or federal law dealing with
employment or the termination thereof is knowing and voluntary and, accordingly,
that it shall be a breach of this Agreement to institute any action or to
recover any damages that would be in conflict with or contrary to this
acknowledgment or the releases Employee has granted hereunder. Employee
understands and agrees that the Company's payment of money and other benefits to
Employee and Employee's signing of this Agreement does not in any way indicate
that Employee has any viable claims against the Company or that the Company
admits any liability whatsoever.
12. This Agreement constitutes the entire agreement of the parties and
all prior negotiations or representations are merged herein. It shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors, assigns, heirs and legal representatives, but neither this Agreement
nor any rights hereunder shall be assignable by Employee without the Company's
written consent. In addition, this Agreement supersedes any prior employment or
compensation agreement, whether written, oral or implied in law or implied in
fact between Employee and the Company, other than those contracts and agreements
excepted from the application of Section 5.7 of the Plan pursuant to the terms
of such Section [(but subject to paragraph 15 hereof)], which prior agreements
are hereby terminated.
13. If for any reason any one or more of the provisions of this
Agreement shall be held or deemed to be inoperative, unenforceable or invalid by
a court of competent jurisdiction, such circumstances shall not have the effect
of rendering such provision invalid in any other case or rendering any other
provisions of this Agreement inoperative, unenforceable or invalid.
14. This Agreement shall be construed in accordance with the laws of
the State of Georgia, except to the extent superseded by applicable federal law.
15. This Agreement shall terminate in its entirety the Change in
Control Agreement between the Company and Employee. [USE PROVISION IF
APPLICABLE]
IN WITNESS WHEREOF, Employee and Synavant Inc., by its duly authorized
agent, have hereunder executed this Agreement.
Employee:
Dated: ___________________
----------------------------
SYNAVANT INC.:
By:____________________________
Title:___________________________
<PAGE>
Appendix to Severance Agreement and Release
SUMMARY OF TERMS RELATING TO SALARY AND BENEFITS CONTINUATION
UNDER THE SYNAVANT INC. EMPLOYEE PROTECTION PLAN
Note: Terms have the meanings defined in the Employee Protection
Plan and in the Severance Agreement and Release
<TABLE>
<S> <C>
Employment with Company Since: ______________________________
Effective Date of Resignation: ______________________________
Positions Resigned: ______________________________
Effective Date of Eligible Termination ______________________________
Scheduled Date on Which Salary and
Benefits will Cease (the "Severance
Termination Date")*: ______________________________
Employee "Obligation Period" extends
through date: ______________________________
Salary Continuation*: $____ per week for ____ weeks
Welfare Benefit Continuation*: [LIST NAMES OF MEDICAL, DENTAL, LIFE PLANS
UNDER WHICH EMPLOYEE COVERED]
Annual Bonus Payment*: /12 of the annual bonus otherwise pay-
able to you at time of normal payment.
Long-Term Bonus Payments: [ /y of the long-term bonus otherwise
payable to you for the __________
cycles at time of normal payment.]
[CONFORM TO L-T BONUS PLAN TERMS]
Executive Outplacement: As provided by the Company.
[Financial Planning/Counseling:]
</TABLE>
* Subject to termination in the event Employee earns or accrues
compensation from non-Company sources prior to Severance
Termination Date
The description of benefits contained in this Appendix is only a
summary and is subject to the terms and conditions of the Employee
Protection Plan. Refer to your summary plan description for more
detail.
