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EXHIBIT 99.2
EMPLOYMENT AGREEMENT
THIS AGREEMENT (the "AGREEMENT") is made as of this ___ day of ______ 2000
(the "EFFECTIVE DATE"), by and between Allscripts, Inc., a corporation organized
and existing under the laws of the State of Illinois, with its principal place
of business at 2401 Commerce Drive, Libertyville, Illinois 60048 ("COMPANY") and
Pamela Pure ("EMPLOYEE").
RECITALS
WHEREAS, pursuant to the terms of that certain Agreement and Plan of Merger
by and among the Company, Allscripts Holding, Inc., Bursar Acquisition, Inc.,
Bursar Acquisition No. 2, Inc., IDX Systems Corporation and ChannelHealth
Incorporated ("ChannelHealth"), dated as of July 13, 2000 (the "MERGER
AGREEMENT"), ChannelHealth has been acquired by the Company; and
WHEREAS, the Employee was previously employed by ChannelHealth; and
WHEREAS, the Company desires to employ Employee to serve as the President
of ChannelHealth; and
WHEREAS, Employee desires to be employed by Company in the aforesaid
capacity;
NOW, THEREFORE, in consideration of the foregoing premises, of the mutual
agreements and covenants contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
AGREEMENT
I. EMPLOYMENT
The Company hereby agrees to employ Employee, and Employee hereby accepts
employment as the President of ChannelHealth, pursuant to the terms of this
Agreement. Employee shall report to the Company's Chief Executive Officer.
Employee shall have the duties and responsibilities of a President of a
subsidiary of the Company and such other duties and responsibilities not
inconsistent with the performance of her duties as are reasonably assigned
to her by the Company's Chief Executive Officer from time to time.
During the term of this Agreement, Employee shall carry out her
responsibilities hereunder to the best of her ability on a full-time basis;
provided, however, Employee shall be entitled to devote time to personal
investments and professional activities, to the extent such activities do
not unduly interfere with her duties hereunder.
II. EFFECTIVE DATE AND TERM
The term of Employee's employment by the Company under this Agreement shall
commence as of _____ __, 2000, and shall continue until _____ __, 2003 (the
"EMPLOYMENT PERIOD"). The Employee's Employment Period hereunder shall end
on
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_______ ___, 2003 (the "EXPIRATION DATE") except that if Employee's
employment is terminated pursuant to Section IV hereof, the Employment
Period shall terminate on the Effective Termination Date (as defined in
Section IV). On _______________, and on each _________________ thereafter,
this Agreement shall automatically renew for a one (1) year term unless the
Company or Employee elects not to renew this Agreement in a written notice
to the other party given at least one hundred eighty (180) days preceding
such ____________________. Upon the Expiration Date, the parties may renew
their employment relationship on mutually agreeable terms.
III. COMPENSATION AND BENEFITS
In consideration for the services Employee shall render under this
Agreement, the Company shall provide or cause to be provided to Employee
the following compensation and benefits:
A. Base Salary
During the Employment Period, the Company shall pay or cause to be
paid to Employee a base salary at a rate of $210,000 per annum ("BASE
SALARY"), subject to all appropriate federal and state withholding
taxes and payable in accordance with the Company's normal payroll
procedures. Such sum shall be reviewed on or around _____ __, 2001 by
the Company for the purposes of determining appropriate merit
increases based on Employee's performance. The results of such review
shall be reported to Employee on or around _____ __, 2001.
B. Benefits
During the Employment Period and as otherwise provided hereunder, the
Company shall provide or cause to be provided to Employee the
following:
1. Twenty (20) business days per year of paid vacation, such vacation
time not to be cumulative (i.e., vacation time not taken in one
year shall not be carried forward and used in any subsequent year).
2. Health and/or dental insurance, including immediate coverage for
Employee and her eligible dependents as provided by the Company in
accordance with its group health insurance plan coverage applicable
to senior employees; and
3. To the extent that they do not duplicate benefits and perquisites
provided in this Agreement, such other benefits and perquisites as
are provided in accordance with the Company's plans, practices,
policies and programs for senior employees of the Company.
C. Stock Options
Upon the closing of the Merger Agreement, the Employee shall receive,
in exchange for all of her outstanding options under the ChannelHealth
Plan, as
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hereafter defined, options to purchase ______ shares of the common
stock of the Company, as determined pursuant to the conversion ratio
for outstanding shares of stock of ChannelHealth under the Merger
Agreement, at an exercise price of $______ per share (the "REPLACEMENT
OPTIONS"), which Replacement Options shall be granted under and
pursuant to the Company's Amended and Restated 1993 Stock Incentive
Plan (the "OPTION PLAN"). Replacement Options shall vest in __ equal
annual installments on each succeeding anniversary of the Effective
Date. In addition to the Replacement Option, the Employee shall be
granted an option to purchase an additional number of shares of the
Company's common stock equal to the excess of 100,000 over the number
of shares of common stock of the Company issued to the Employee under
the Replacement Option, at an exercise price of $______ per share,
which option shall be issued under and subject to the Option Plan.
Twenty-five percent (25%) of the shares subject to the option shall be
vested and fully exercisable on the Effective Date and the remaining
seventy-five percent (75%) of the shares subject to the option shall
vest in three (3) equal annual installments on each succeeding
anniversary of the Effective Date. The vesting periods as set forth in
this Article III.C. are not meant to imply a continuation of
employment beyond the Employment Period.
D. Performance Bonus
Employee shall be eligible for a bonus in an amount equal to up to
thirty-five percent (35%) of her Base Salary (the "PERFORMANCE
BONUS"). The Performance Bonus, if any, shall be contingent upon the
attainment of certain annual revenue and other financial targets by
ChannelHealth. The specific amount of the Performance Bonus and the
associated targeted financial results shall be determined by the
Company's Chief Executive Officer and President and shall be payable
at such time and on such terms as is consistent with the payment of
performance bonuses to other senior executives of the Company.
E. Expenses
The Company shall reimburse Employee for proper and necessary expenses
incurred by her in the performance of her duties under this Agreement
from time to time upon Employee's submission to the Company of
invoices for such expenses in reasonable detail.
IV. TERMINATION PRIOR TO EXPIRATION DATE AND CONSEQUENCES THEREOF
This Section IV sets forth the circumstances in which the Employment Period
shall terminate on a date ("EFFECTIVE TERMINATION DATE") prior to the
Expiration Date (as defined in Section II hereof).
A. Death or Disability
The Employment Period shall terminate upon the Employee's date of
death or the date the Employee is given written notice that she has
been determined to be
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disabled by the Company. For purposes of this Agreement, the Employee
shall be deemed to be "DISABLED" if the Employee, as a result of
illness or incapacity, shall be unable to perform substantially her
required duties for a period of three (3) consecutive months or for
any aggregate period of three (3) months in any six (6) month period.
In the event of a dispute as to whether Employee is disabled, the
Company may refer Employee to a licensed practicing physician of the
Company's choice, and Employee agrees to submit to such tests and
examination as such physician shall deem appropriate.
B. Termination by Company for Cause
The Employment Period shall terminate on the date the Company provides
the Employee with written notice that she is being terminated for
Cause.
For the purposes of this Agreement, the term "CAUSE" shall mean:
(i) the willful or grossly negligent failure by Employee to
perform his duties and obligations hereunder in any material respect,
other than any such failure resulting from his disability;
(ii) Employee's conviction of a felony crime; or
(iii) Employee's violation of the law in connection with her
employment which is materially and demonstrably injurious to the
operations or reputation of the Company.
Notwithstanding the foregoing, Cause shall not exist under clause (i)
above until notice of such failure has been given to Employee by the
Company and thirty days (30) has lapsed following such notice without
Employee curing such failure to the Company's reasonable satisfaction;
provided, however, that such notice and lapse of time shall not be
required with respect to any event or circumstance which is the same
or substantially the same as an event or circumstance with respect to
which notice and opportunity to cure has been given within the
previous six months.
C. Termination by Company Without Cause
The Employment Period shall terminate on the date the Company provides
the Employee with written notice that the Company is exercising its
rights under this Section IV(C) to terminate the Employment Period
without Cause.
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D. Termination by Employee for Good Reason
The Employment Period shall terminate thirty days following the date
the Employee provides the Company with written notice that the
Employee is exercising her right under this Section IV(D) to terminate
the Employment Period for good reason. For purpose of this Agreement
"GOOD REASON" shall mean:
(i) an intentional, willful and material failure of the Company to
meet its obligations in any material respect under this
Agreement which remains uncured after the Employee has provided
written notice of such failure and one week has elapsed
following such notice without the Company curing (or taking
substantial steps to cure) such failure; provided, however, that
such notice and lapse of time shall not be required with respect
to any event or circumstance which is the same or substantially
the same as an event or circumstance with respect to which
notice and an opportunity to cure has been given within the
previous six months;
(ii) a substantial adverse diminution in the nature or status of the
Employee's responsibilities with the Company;
(iii) a requirement of the Employee to relocate her residence greater
than 100 miles from her then current residence without her
consent and an exercise by the Employee of her right under this
Section IV(D) within sixty (60) days after such request. In the
event the Company and Employee agree to a relocation, the
Company will agree to pay the reasonable costs of relocating
Employee.
E. Termination by Employee Without Good Reason
The Employment Period shall end thirty (30) days following the date
the Employee provides the Company with written notice that Employee is
exercising her right under this Section IV(E) to terminate the
Employment Period without good reason.
F. Consequence of Termination Under This Section IV
The table at the end of this Section IV(F) sets out the consequences
of a termination of the Employment Period on the Effective Termination
Date or the Expiration Date, as applicable. Such consequences are as
follows:
(i) Termination Without Cause or for Good Reason. If the Company
exercises its right to terminate the Employment Period prior to
the Expiration Date without Cause, or if Employee exercises her
right to terminate the Employment Period prior to the Expiration
Date for good reason, the Company shall be obligated to pay
Employee (a) any Base Salary that was accrued but not yet paid as
of the Effective Termination Date; and (b) as severance pay, the
continuation of the Employee's Base Salary for a period of twelve
(12) months following such termination,
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payable in equal monthly installments (such amount to be payable
regardless of whether (x) Employee obtains other employment and
is compensated therefor, or (y) Employee dies prior to the
expiration of such twelve month severance period, but only for
so long as Employee is not in violation of Section V hereof).
The foregoing notwithstanding, the parties acknowledge and agree
that the severance payments to be made pursuant to (b) above
shall be expressly conditioned upon the Employee's execution of
an agreement that releases the Company from actions, suits,
claims, proceedings and demands related to the period of
employment and/or the termination of employment.
(ii) Termination With Cause, Without Good Reason or Upon Expiration
Date If the Employee's employment terminates upon the Expiration
Date, or if the Company exercises its right to terminate the
Employment Period with Cause or if Employee exercises her right
to terminate the Employment Period without good reason, the
Company shall be obligated to pay Employee any Base Salary that
was accrued but not yet paid as of the Effective Termination
Date.
(iii) Termination Upon Death or Disability. If the Employment Period
is terminated because of the death or disability of Employee,
the Company shall be obligated to pay Employee or, if
applicable, Employee's estate any Base Salary that was accrued
but not yet paid as of the Effective Termination Date.
<TABLE>
<CAPTION>
Table Setting Out Consequences of a Termination of Employment
Period on the Effective Termination Date
Salary Option Severance COBRA
Paragraph Reference Ceases? Acceleration Paid? Continuances?
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
II Employment Period Yes Yes No Yes
terminates without
Renewal
IV(A) Death or Disability Yes No No No on death (except to
qualified beneficiaries)
Yes on disability
IV(B) Company terminates for Yes No No Yes
Cause
IV(C) Company terminates for Yes Yes Yes Yes
no Cause
IV(D) Employee terminates Yes Yes Yes Yes
for good reason
IV(E) Employee terminates Yes No No Yes
without good reason
</TABLE>
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V. NONCOMPETITION AND CONFIDENTIALITY
A. For purposes of this Agreement, the term "Direct Competitor" shall mean
any person or entity engaged (i) in the business of marketing or
providing within the continental United States prescription products or
services or pharmacy benefit management products or services, including,
without limitation, prepackaged prescription products or services, point
of care pharmacy dispensing systems, mail service pharmacy products or
services, or pharmaceuticals or pharmaceutical delivery systems or (ii)
in any business activity in which the Company was actively engaged during
the Employment Period or any other business activity which the Company
was actively pursuing during the six month period prior to the
termination of the Employment Period.
B. During the Employment Period and for a period of one (1) year after the
termination, for any reason, of the Employment Period, Employee shall
not, (i) directly or indirectly act in concert or conspire with any
person employed by the Company in order to engage in or prepare to engage
in or to have a financial or other interest in any business which is a
Direct Competitor; (ii) serve as an employee, agent, partner,
shareholder, director or consultant for, or in any other capacity
participate, engage or have a financial or other interest in any business
which is a Direct Competitor (provided, however, that notwithstanding
anything to the contrary contained in this Agreement, Employee may own up
to 2% of the outstanding shares of the capital stock of a company whose
securities are registered under Section 12 of the Securities Exchange Act
of 1934); (iii) solicit, or accept if offered to her, with or without
solicitation, on her own behalf or on behalf of any other person, the
services of any person who is an employee of the Company, nor solicit any
of the Company's employees to terminate employment with the Company, nor
agree to hire any employee of the Company into employment with herself or
any company, individual or other entity; or (iv) directly or indirectly
contact, solicit or direct any person or entity to contact or solicit,
any of the Company's customers for the purpose of selling products or
services that are the same as or substantially similar to the products or
services provided by the Company to its customers at any time during the
Employment Period.
C. The Company has advised Employee and Employee acknowledges that it is the
policy of the Company to maintain as secret and confidential all
Protected Information (as defined below), and that Protected Information
has been and will be developed at substantial cost and effort to the
Company. Employee shall not at any time, directly or indirectly, divulge,
furnish or make accessible to any person, firm, corporation, association
or other entity (otherwise than as may be required in the regular course
of Employee's employment), nor use in any manner, either during the
Employment Period or after the termination, for any reason, of the
Employment Period, any Protected Information, or cause any such
information of
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the Company to enter the public domain. "Protected Information" means
trade secrets, confidential and proprietary business information of the
Company, and any other information of the Company, including but not
limited to, customer lists (including potential customers), sources of
supply, processes, plans, materials, pricing information, internal
memoranda, marketing plans, internal policies, and products and services
which may be developed from time to time by the Company and its agents or
employees, including Employee; provided, however, that information that
is in the public domain (other than as a result of a breach of this
Agreement), approved for release by the Company or lawfully obtained from
third parties who are not bound by a confidentiality agreement with the
Company, is not Protected Information.
D. The Employee recognizes and agrees that all ideas, inventions,
enhancements, plans, writings, and other developments or improvements
(the "INVENTIONS") conceived by the Employee, alone or with others,
during the term of her employment, whether or not during working hours,
that are within the scope of the Company's business operations or that
relate to any of the Company's work or projects, are the sole and
exclusive property of the Company. The Employee further agrees that (1)
she will promptly disclose all Inventions to the Company and hereby
assigns to the Company all present and future rights she has or may have
in those Inventions, including without limitation those relating to
patent, copyright, trademark or trade secrets; and (2) all of the
Inventions eligible under the copyright laws are "work made for hire." At
the request of and without charge to the Company, the Employee will do
all things deemed by the Company to be reasonably necessary to perfect
title to the Inventions in the Company and to assist in obtaining for the
Company such patents, copyrights or other protection as may be provided
under law and desired by the Company. Notwithstanding the foregoing, the
Company hereby notifies the Employee that the provisions of this Section
V(D) shall not apply to any Inventions for which no equipment, supplies,
facility or trade secret information of the Company was used and which
were developed entirely on the Employee's own time, unless (1) the
Invention relates (i) to the business of the Company, or (ii) to actual
or demonstrably anticipated research or development of the Company, or
(2) the Invention results from any work performed by the Employee for the
Company.
E. Employee acknowledges and agrees that the restrictions imposed upon her
by this Section V and the purpose for such restrictions are reasonable
and are designed to protect the Protected Information and the continued
success of the Company without unduly restricting Employee's future
employment by others. Furthermore, Employee acknowledges that in view of
the Protected Information of the Company which she has or will acquire or
has or will have access to and the necessity of the restrictions
contained in this Section V, any violation of the provisions of this
Section V would cause irreparable injury to the Company and its
successors in interest with respect to the resulting disruption in their
operations. By reason of the foregoing, Employee consents and agrees that
if she violates any of the provisions of this Section V, the Company and
its successors in interest as the case may be, shall be entitled, in
addition to any other remedies
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that they may have, including monetary damages, to an injunction to be
issued by a court of competent jurisdiction, restraining Employee from
committing or continuing any violation of this Section V.
VI. MISCELLANEOUS
A. Valid Obligation
This Agreement has been duly authorized, executed and delivered by the
Company and has been duly executed and delivered by Employee and is a
legal, valid and binding obligation of the Company and of Employee,
enforceable in accordance with its terms.
B. No Conflicts
Employee represents and warrants that the performance by her of her
duties hereunder will not violate, conflict with or result in a breach
of any provision of, any agreement to which she is a party.
C. Applicable Law
This Agreement shall be construed in accordance with the laws of the
State of Illinois, without reference to Illinois' choice of law
statutes or decisions.
D. Severability
The provisions of this Agreement shall be deemed severable, and the
invalidity or unenforceability of any one or more of the provisions
hereof shall not affect the validity or enforceability of any other
provision. In the event any clause of this Agreement is deemed to be
invalid, the parties shall endeavor to modify that clause in a manner
which carries out the intent of the parties in executing this
Agreement.
E. No Waiver
The waiver of a breach of any provision of this Agreement by any party
shall not be deemed or held to be a continuing waiver of such breach
or a waiver of any subsequent breach of any provision of this
Agreement or as nullifying the effectiveness of such provision, unless
agreed to in writing by the parties.
F. Notices
All notices hereunder shall be in writing and shall be sent by hand
delivery, overnight courier, or by certified mail, return receipt
requested, to the parties at the addresses set forth below:
To the Company: Allscripts, Inc.
2401 Commerce Drive
Libertyville, Illinois 60048
Attention: Chairman of the Board
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with a copy to: Sachnoff & Weaver, Ltd.
30 S. Wacker Drive, Suite 2900
Chicago, Illinois 60606
Attention: Jeffrey A. Schumacher, Esq.
To Employee: Pamela Pure
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with a copy to:
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G. Assignment of Agreement
This Agreement shall inure to the benefit of Employee and Company,
their respective successors and assignees and Employee's heirs and
personal representatives. Neither party may assign any rights or
obligations hereunder to any person or entity without the prior
written consent of the other party. This Agreement shall be personal
to Employee for all purposes.
H. Entire Agreement
Except as otherwise provided herein, this Agreement contains the
entire understanding between the parties, and there are no other
agreements or understandings between the parties with respect to
Employee's employment by the Company and her obligations. In
consideration for the Company entering into this Agreement and as a
condition precedent thereto, the Employee hereby releases the Company
and ChannelHealth from any and all claims related to her employment
with ChannelHealth, including, but not limited to, any claims under
the ChannelHealth, Inc. 1997 Stock Option Plan (the "CHANNELHEALTH
PLAN") and the Employee further acknowledges that the grant of the
stock options under Section III (C) of this Agreement is made in
complete satisfaction of any and all claims or rights she otherwise
would have had under the ChannelHealth Plan. The Employee further
acknowledges that she is not relying upon any representations or
warranties concerning her employment by the Company except as
expressly set forth herein. No alteration or modification hereof
shall be valid except by a subsequent written instrument executed by
the parties hereto.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year first above written.
ALLSCRIPTS, INC. EMPLOYEE
By: ______________________________ _____________________________
Its: Pamela Pure
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