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Retirement and Post-Employment Agreement - Elite Information Systems Inc. and Alan Rich

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                    RETIREMENT AND POST-EMPLOYMENT AGREEMENT


     THIS RETIREMENT AND POST-EMPLOYMENT AGREEMENT (the "Agreement") is made as
of the close of business on the 20th day of May, 1997 (the "Effective Date"),
by and between ALAN RICH, a citizen and resident of California ("Rich"), ELITE
INFORMATION SYSTEMS, INC., a California corporation having its principal of
business in Los Angeles, California ("Elite"), a wholly owned subsidiary of
Broadway & Seymour, Inc., a Delaware corporation ("BSI") with its principal
place of business in Charlotte, North Carolina. The parties hereto acknowledge
as follows:

                                  WITNESSETH:

     WHEREAS, Rich has been employed by Elite as its President; and

     WHEREAS, Rich intends to retire from employment as of December 31, 1997
(the "Retirement Date"); and

     WHEREAS, Elite wishes to retain Rich's services as a consultant commencing
on the Retirement Date; and

     WHEREAS, the parties have voluntarily entered into this Agreement for the
purpose of memorializing the parties' agreement concerning Rich's continued
employment in 1997, effecting the termination of Rich's employment, providing
certain specified benefits for Rich, memorializing the parties' agreement
concerning Rich's post-employment consulting relationship with Elite and
finally, fully and completely resolving amicably any and all matters actually
or potentially in controversy between them.

     NOW, THEREFORE, in consideration of the mutual covenants and promises
hereinafter made by Rich and Elite, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby expressly
acknowledged by the parties hereto, the parties agree as follows:

                                   ARTICLE I
                             EMPLOYMENT OBLIGATIONS

Section 1.1    Employment through December 31, 1997. Elite shall continue to
               employ Rich as its President through the Retirement Date, and
               Rich hereby accepts such employment, upon the terms and
               conditions hereinafter set forth. Until the Retirement Date, Rich
               shall render services as Elite's President and shall perform such
               specific duties in that capacity as Elite's Board of Directors
               shall direct. Until the Retirement Date, Rich shall serve Elite
               on a full-time basis, devoting his entire time, attention and
               energies to the business of Elite during normal business hours.

Section 1.2    Payment through December 31, 1997. Elite shall pay Rich an annual
               salary of $275,000, payable in semi-monthly installments, less
               required state and federal tax withholding deductions,
               retroactively to January 1, 1997 through the Retirement Date.
<PAGE>   2

Section 1.3    1997 Bonuses. With respect to Rich's employment hereunder
               through the Retirement Date, Rich shall be entitled to receive a
               bonus of up to $50,000, payable quarterly by Elite, which shall
               be determined based on quarterly financial objectives mutually
               agreed upon in advance by Rich and Elite's Board of Directors.
               Rich shall also be entitled to receive a bonus of up to $50,000,
               payable quarterly by Elite, which shall be determined based on
               quarterly general management objectives mutually agreed upon in
               advance by Rich and Elite's Board of Directors. Rich shall be
               entitled to an additional 1997 year-end bonus of 10% of Elite's
               1997 net earnings in excess of the 1997 net earnings target of
               $2,102,000, up to a maximum of $100,000, payable on or prior to
               March 31, 1998 by Elite. For purposes of this Section 1.3,
               Elite's 1997 net earnings shall mean earnings of Elite
               (including its subsidiary, Elite International, Inc., and The
               Minicomputer Company of Maryland, Inc.) before income taxes and
               after software capitalization and amortization of acquisition
               purchase price, for the year ending December 31, 1997,
               calculated in accordance with Elite's current accounting
               practices and on the same basis as Elite's 1997 net earnings
               target. In addition, Rich shall be entitled to a 1997 "stay"
               bonus of $250,000 for the full 1997 year payable on or prior to
               January 31, 1998 contingent upon Rich remaining as an employee
               of Elite and otherwise complying with this Agreement through and
               including the Retirement Date.

Section 1.4    Standard Benefits. Until the Retirement Date, Elite shall
               provide Rich with the standard benefits provided to Elite
               employees generally as a group.

                                   ARTICLE II
                             CONSULTING OBLIGATIONS

Section 2.1    Consulting Services. For a period of three years commencing on
               the Retirement Date unless earlier terminated as provided below
               (the "Consulting Period"), Rich shall provide such consulting
               services to Elite as Elite shall request from time to time in an
               amount not to exceed 12 weeks per year at such place and time as
               mutually agreed. At any time after December 31, 1998, upon 30
               days prior written notice, Rich may terminate his consultancy
               hereunder. In such event, Elite shall have no further obligation
               to pay the consulting fees set forth in Section 2.2 below and
               Rich shall return to Elite any fees paid in advance for service
               not yet rendered. During the Consulting Period, Rich shall serve
               as an officer of Elite in the capacity of Chairman of the Board
               and shall perform such duties in such capacity as the Board of
               Directors of Elite shall from time to time determine. During the
               Consulting Period, Rich shall also serve as a director of Elite.
               During the Consulting Period, Rich may engage in any other
               employment that is not otherwise prohibited by Section 4.4 below.

Section 2.2    Consulting Fee. During the Consulting Period, Elite will pay
               Rich an annual fee of $100,000, payable bi-annually in advance.
               Such payments are in addition to the non-compete payments to be
               made pursuant to Section 5.5 below. Elite shall reimburse Rich
               for reasonable travel and lodging expenses relating to providing
               consulting services outside of Elite's premises which are
               approved in advance by Elite. Rich's right of reimbursement is
               contingent upon the submission of detailed expense reports with
               appropriate receipts for travel expenses and compliance with
               Elite's guidelines regarding appropriate expenditure levels.

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<PAGE>   3
Section 2.3     Relationship of Parties. While Rich shall serve as an officer
                and director of Elite during the Consulting Period and Elite has
                the right to specify the objectives of Rich's services during
                the Consulting Period, Rich shall be performing such services as
                an independent contractor and not as an agent or employee of
                Elite. Rich shall not be entitled to any benefits during the
                Consulting Period and shall not be covered by Elite's worker's
                compensation insurance. This Agreement involves a personal
                relationship between Elite and Rich, and Rich may not assign or
                delegate all or any part of the obligations hereunder without
                written approval of Elite.

Section 2.4     Resignations. Upon the earlier of (i) termination of the
                Consulting Period and (ii) the consummation of a Sale
                Transaction (as such term is defined in the letter agreement
                dated as of the date hereof between Rich and BSI), Rich shall
                resign as an officer and director of Elite and any of its
                subsidiaries or affiliated companies.

Section 2.5     Indemnification. During such time as Rich shall serve as an
                officer and/or director of Elite or any of its subsidiaries or
                affiliated companies, Elite shall (or shall cause such
                subsidiary or affiliated company to) indemnify Rich in such
                capacity in accordance with the applicable by-laws and shall
                maintain (or cause BSI to maintain) directors and officers
                insurance coverage substantially on the same terms as currently
                maintained.

                                  ARTICLE III
                           TERMINATION OF EMPLOYMENT

Section 3.1     Retirement. Rich shall resign as an employee of Elite and any
                of its subsidiaries as of the Retirement Date.

Section 3.2     Unemployment Compensation. Elite shall not contest any
                application for unemployment compensation that Rich may elect to
                file after the Retirement Date.

Section 3.3     401(k) Profit Sharing. Rich shall receive all sums which he is
                entitled to receive under the Broadway & Seymour, Inc. 401(k)
                Profit Sharing Plan, if any, in accordance with Sections 5.1(a),
                5.1(c), 5.4(a) and 5.4(c) of that Plan consistent with Rich's
                employment hereunder until the Retirement Date.

Section 3.4     Employee Stock Purchase Plan. Rich shall receive all sums which
                he is entitled to receive under the Broadway & Seymour, Inc.
                Employee Stock Purchase Plan, if any, in accordance with Section
                7.1(a) of that Plan consistent with Rich's employment hereunder
                until the Retirement Date.

Section 3.5     Stock Option Plans. For the purpose of the Broadway & Seymour,
                Inc. Restated 1985 Incentive Stock Option Plan and the Broadway
                & Seymour, Inc. 1996 Stock Option Plan, pursuant to the terms
                hereof Rich shall continue as an employee until the Retirement
                Date, and Rich shall continue to vest in options and be
                permitted to exercise any vested stock options until the
                Retirement Date and thereafter in accordance with, and in the
                manner set forth in, such plans. If


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<PAGE>   4
               such stock options are not exercised within the period set forth
               in such plan, they shall be terminated. Unvested stock options
               shall, in any event, lapse as of the Retirement Date to the
               extent set forth in such plans.

Section 3.6    Business Expense Reimbursement. Elite shall be responsible for
               any business expenses incurred by Rich prior to the Retirement
               Date for which properly documented reimbursement requests have
               been made prior to the Retirement Date or promptly thereafter.
               Elite shall not be responsible for any business expenses
               incurred by Rich on or after the Retirement Date except as
               specified in this Agreement or as otherwise approved in advance
               by Elite.

Section 3.7    No Other Benefits. Other than what may be provided herein, Rich
               acknowledges that, as of his Retirement Date, he shall not have
               the right to participate in or receive any benefit under any
               employee benefit plan, any fringe benefit plan, or any other
               plan, policy or arrangement of Elite or any of its affiliated
               entities providing benefits or prerequisites to employees of
               Elite generally or individually.

Section 3.8    Mutual Release. Except as otherwise specifically provided to the
               contrary in this Agreement, Rich, on the one hand, and Elite, on
               the other hand, for themselves and for their respective
               officers, directors, agents, employees, successors, assigns,
               affiliated entities, parents, subsidiaries, legal
               representatives, heirs and executors for and in consideration of
               the agreements contained in this Agreement, hereby forever
               release, acquit, remise, quitclaim, and discharge each other,
               and their affiliated entities, parents, subsidiaries,
               successors, assigns, legal representatives, heirs, executors and
               benefit plans (except with respect to any vested benefit), and
               the officers, directors, employees and agents thereof, of and
               from any and all actions, causes of action, claims, demands,
               damages, costs, expenses, attorney's fees and all other
               obligations of any type and nature whatsoever, from, on account
               of, or in any way arising out of any claims, matters, contracts,
               relationships or employment whether existing now or at any time
               in the past, other than (a) claims arising from or relating to
               the enforcement of this Agreement, (b) rights of ownership of
               any capital stock of BSI now or hereafter held by Rich, (c)
               rights under any option agreement between BSI and Rich, (d)
               rights with respect to Elite's obligation to defend and
               indemnify Rich in accordance with the provisions of Elite's
               Articles of Incorporation and by-laws, or any other
               indemnification agreement or laws, and (e) rights, if any, as an
               insured party under any policy of insurance covering directors
               or officers of BSI's subsidiaries.

               Except as otherwise specifically provided to the contrary in
               this Agreement, it is agreed and covenanted that this Release
               covers all claims which the parties may have had, may now have
               or could have relating to any matter, cause or thing whatsoever
               occurring prior to the Effective Date, specifically including,
               but not limited to all claims or demands arising out of or
               relating to Rich's relationship with Elite as an employee,
               officer and director, including, but not limited to, all claims
               which Rich has had or now has and which could have been asserted
               under local, state or federal statute or law with respect to all
               matters concerning or arising out of Rich's relationships with
               Elite as an employee, officer or director, including
               specifically, but not limited to, any and all claims under or
               for breach of fiduciary duty, breach of contract, fraud,
               negligent misrepresentation,

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<PAGE>   5
                negligence, breach of criminal law, violation of federal or
                state unfair trade practices law, violation of local, state or
                federal human rights, equal employment, wage hour, workers
                compensation, pension or labor laws, rules or regulations,
                including the Fair Labor Standards Act, the Age Discrimination
                in Employment Act of 1967, as amended, 29 U.S.C. Section 621 et
                seq., Title VII of the Civil Rights Act of 1964, as amended, the
                Family and Medical Leave Act, ERISA, and the Americans with
                Disabilities Act, and violation of any and all other federal,
                state and local laws and regulations.

                Each of the parties acknowledges that there is a risk that,
                subsequent to the execution of this Agreement, it may incur,
                suffer or sustain injury, loss, damage, costs, attorney fees,
                expenses, or any of these, which are in some way caused by or
                connected with Rich's employment or the termination thereof, the
                liability for which is released hereby, or with respect to such
                matters, are unknown or unanticipated by the parties at the time
                this Agreement is signed, or which are not presently capable of
                being ascertained. Nevertheless, the parties acknowledge that
                this Agreement has been negotiated and agreed upon and in light
                of that acknowledgment, and each of the parties expressly waives
                all rights it may have in such unsuspected claims. In doing so,
                each party had the opportunity for the benefit of counsel, has
                been advised of, understands and knowingly and specifically
                waives its rights under California Civil Code Section 1542,
                which provides as follows:

                        A general release does not extend to the claims which
                        the creditor does not know or suspect to exist in his
                        favor at the time of executing the release, which if
                        known by him must have materially affected his
                        settlement with the debtor.

Section 3.9     Covenant Not To Sue. Rich hereby waives his right to file, and
                hereby agrees not to accept any relief or recovery from, any
                lawsuit, charge, claim, complaint, or other proceeding, whether
                an individual, joint or class action (collectively "Legal
                Action") before any federal, state or local administrative
                agency, court or other forum against Elite, or any of its
                parent, subsidiary or affiliated entities with respect to acts,
                events or omissions prior to the Effective Date; provided,
                however, that this Agreement shall not apply to preclude Rich's
                participation in any legal action relating to any rights or
                duties arising under this Agreement or under documents to be
                executed or actions to be taken pursuant to this Agreement.
                Except as provided above and as prohibited by statute, in the
                event that Rich institutes, is a party to, or joins voluntarily
                as a member of a class any such Legal Action against Elite or
                any of its affiliated entities, he shall join in the dismissal
                of the Legal Action or termination of his class membership
                immediately upon presentation of this Agreement and Rich shall
                reimburse Elite for all legal fees and expenses incurred in
                defending Rich's involvement in the Legal Action and obtaining
                the dismissal of Rich therefrom except those fees and expenses
                incurred by Elite where Rich is not a voluntary party to the
                Legal Action.

Section 3.10    Agreement Not to Assist in Litigation. Rich hereby agrees not
                to in any way voluntarily assist any individual or entity in
                commencing or prosecuting any action or proceeding, including
                but not limited to, any administrative agency claims, charges or
                complaints and/or any lawsuits against Elite, its officers,


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<PAGE>   6
               directors, subsidiaries or affiliated entities, or their officers
               or directors, or in any way voluntarily participate or cooperate
               in such actions or proceedings, except (a) as this waiver is
               prohibited by statue, (b) in accordance with lawful process
               issued by a court of competent jurisdiction or other lawful
               authority, and (c) upon request of a governmental entity or
               agency.

Section 3.11   Agreement to Provide Litigation Assistance. Rich agrees to
               cooperate with and provide assistance to Elite and its legal
               counsel in connection with any litigation (including arbitration
               or administrative hearings) or investigation affecting Elite, in
               which--in the reasonable judgment of Elite's counsel--Rich's
               assistance or cooperation is needed. Rich shall, when requested
               by Elite, provide testimony or other assistance and shall travel
               at Elite's request in order to fulfill this obligation;
               provided, however, that, in connection with such litigation or
               investigation after the Retirement Date, Elite shall attempt to
               accommodate Rich's schedule, shall provide him with reasonable
               notice in advance of the times in which his cooperation or
               assistance is needed, and shall reimburse Rich for any
               reasonable expenses incurred in connection with such matters, as
               well as for any actual lost wages suffered as a result from
               absence from employment, or in the event that Rich is not then
               employed, shall compensate Rich for his time at a rate of $200
               per hour.

Section 3.12   COBRA Continuation Coverage. Rich acknowledges and agrees that
               continuation coverage under 26 U.S.C Section 4980B ("COBRA")
               shall begin on the Retirement Date and that thereafter Rich
               shall be eligible, upon his timely election and at his own
               expense, to obtain health insurance coverage in accordance with
               COBRA, provided, however, that Elite shall pay for Rich's health
               insurance coverage under COBRA during the period commencing
               on the Retirement Date through and ending 18 months later.

Section 3.13   Acknowledgment Concerning Vacation Pay. Rich agrees that he
               shall waive all vacation time to which he is entitled under
               Elite's policies through the Retirement Date such that Rich
               agrees that, upon the Retirement Date, he shall not have accrued
               any unused vacation time for which payment is due from Elite.

Section 3.14   Acknowledgment Concerning All Compensation. Rich agrees and
               acknowledges that, except as provided in this Agreement and that
               certain letter dated as of the date hereof from BSI to Rich,
               Rich is not entitled to any compensation or employment benefits
               whatsoever, including, but not limited to, any bonus, severance
               pay, accrued vacation pay or other compensation under any
               incentive plan, employee benefit plan or agreement of Elite or
               its affiliated entities.

Section 3.15   Binding Nature. Rich's signature on this Agreement reflects his
               willingness to enter into and abide by the terms of this
               Agreement. Rich acknowledges that he has been afforded an
               opportunity to consider this Agreement and Rich further
               acknowledges that he has been advised by Elite of his right to
               consult with counsel concerning the effect of this Agreement,
               and that he has carefully read the provisions of the Agreement.
               Rich further represents that he knows and understands the
               contents of this Agreement, that he intends to be legally bound
               by this Agreement, and the release contained herein, and that he
               is signing this Agreement, including the release, of his own
               free will and without coercion.

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<PAGE>   7

Section 3.16   Further Acknowledgements. Rich acknowledges that:

               (a)  he has received separate consideration under this Agreement
                    which is in addition to any other compensation or other
                    thing of value which Rich is otherwise entitled to receive
                    from Elite or any affiliated entities under any agreement,
                    policy or practice, or under applicable law;

               (b)  he was given a period of twenty-one (21) days within which
                    to consider the terms of this Agreement;

               (c)  if he has executed this Agreement prior to the expiration
                    of such 21-day period, then he has done so voluntarily and
                    that he has waived the remainder of such review period;

               (d)  he will have a period of seven (7) days following the
                    execution of this Agreement in which to revoke this
                    Agreement by giving written notice to Elite's Chief
                    Financial Officer of such revocation; provided, however,
                    that if Rich revokes this Agreement within this revocation
                    period, Rich agrees and acknowledges that he will not have
                    the right to receive the payments or benefits set forth in
                    this Agreement;

               (e)  except as set forth in the immediately preceding clause,
                    this Agreement shall not become effective or enforceable
                    until the seven (7) day revocation period described above
                    has expired; and

               (f)  he acknowledges and agrees that he does not believe that
                    Elite has discriminated against him in any manner because
                    of his race, sex, creed, color, religion, national origin,
                    age, marital status, sexual preference, physical or mental
                    disabilities or status as a disabled or Vietnam-era veteran.

Section 3.17   Release as of Retirement Date and end of Consulting Period. Each
               of Elite and Rich further agrees that, in consideration for
               those payments to be made to Rich hereunder following the
               Retirement Date, and such other obligations of Elite and Rich
               hereunder which extend beyond the Retirement Date, Elite and
               Rich will reexecute this Agreement on both the Retirement Date
               and the last day of the Consulting Period thereby renewing and
               reaffirming its respective releases, covenants and
               acknowledgements contained in this Agreement as of such dates.



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<PAGE>   8
                                   ARTICLE IV
                 CONFIDENTIALITY AND NONCOMPETITION PROVISIONS

Section 4.1    Non-Disclosure of Confidential Information. Rich agrees that he
               will maintain in confidence and will not, directly or
               indirectly, use, publish or otherwise disclose to any competitor
               or other third party, except as required by law, any trade
               secrets, confidential, proprietary, and other non-public
               information of a similar nature belonging to Elite or any of its
               related or affiliated entities or to which Elite or any of its
               related or affiliated entities has any rights, except to the
               extent, if any, that such information is or becomes generally
               known or readily ascertainable by proper means ("Confidential
               Information"), whether or not such Confidential Information is
               in written or permanent form. Such Confidential Information
               includes, but is not limited to, proprietary technical and
               business information relating to any non-public financial
               information, business plans or costs, customers or customer
               lists, pricing data or other terms of sales, customer
               requirements or buying history, customer contacts or prospective
               customers, formulas, patterns, compilations, programs, devices,
               methods, techniques and processes of Elite, or any of its
               related or affiliated entities subject to the same exception
               stated in the preceding sentence. Confidential Information shall
               extend to information belonging to any client, vendor or
               customer of Elite, or any of its related or affiliated entities,
               and their agents and employees. Since Elite's business is
               national in scope, there is no geographic limitation on Rich's
               obligations under this section. All duties and obligations set
               forth herein shall be in addition to those which exist by common
               law or statute. Rich acknowledges that a remedy at law for any
               breach or threatened breach of the provisions of this Section 4.1
               would be inadequate and therefore agrees that Elite and its
               affiliates shall be entitled to injunctive relief in addition to
               any other available rights and remedies in case of any such
               breach or threatened breach; provided, however, that nothing
               contained herein shall be construed as prohibiting Elite from
               pursuing any other remedies available for any such breach or
               threatened breach. Without limiting the generality of the
               foregoing, Elite acknowledges and agrees that Rich may provide
               consulting and other services to law firms and other
               professional services firms so long as Rich does not violate the
               provisions of this Section 4.1 or Section 4.4 below.

Section 4.2    Return of Property. Rich agrees, upon the Retirement Date, to
               the extent Rich has not done so previously, to immediately
               return all documents, files, whether or not he was solely
               responsible for same, keys, credit cards, keycards, programs,
               software and discs, including but not by way of limitation,
               those programs, software and discs generated during his
               employment with Elite, computers and all other items and
               equipment which are the property of Elite, except as otherwise
               mutually agreed to for use by Rich during the Consulting Period,
               in which case Rich shall return such documents to Elite upon
               termination of the consulting Period.

Section 4.3    Inventions. Rich hereby covenants, agrees and acknowledges as
               follows:

               (a)  Any and all inventions, products, discoveries,
                    improvements, processes, manufacturing methods or
                    techniques, formulas, designs, styles, specifications, data
                    bases, computer programs (whether in source code

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<PAGE>   9
       or object code), know-how, strategies and data (including, without
       limitation, as to data base development, confidential personnel matters,
       matters involving existing and prospective clients, pricing matters and
       marketing strategies), whether or not patentable or registrable under
       copyright or similar statues, made, conceived, developed or created by
       Rich (whether at the request or suggestion of Elite, any of its
       affiliates or otherwise, whether alone or in conjunction with others, and
       whether during regular hours of work or otherwise) during the period of
       his employment or consultancy with Elite which pertain to the business,
       products, or processes of Elite or any of its affiliates, and relate to
       the application of computer systems and services to the legal and
       accounting industry (collectively, hereinafter referred to as
       "Inventions"), will be promptly and fully disclosed by Rich to an
       appropriate executive officer of Elite and shall be Elite's exclusive
       property, and Rich will promptly execute and/or deliver to an appropriate
       executive officer of Elite, without any additional compensation
       therefore, all papers, drawings, models, data, documents and other
       material pertaining to or in any way relating to any Inventions made,
       developed or created by him as aforesaid. This Agreement does not apply
       to any invention for which no equipment, supplies, facility, or trade
       secret information of Elite was used and which was developed entirely on
       Rich's own time unless (a) the invention relates (i) directly to the
       business of Elite or (ii) to Elite's actual or demonstrably anticipated
       research or development; or (b) the invention results, either directly or
       indirectly, from any work performed by Rich for Elite.

(b)    Elite and its assigns shall be the sole owner of all patents,
       copyrights, trademarks and other rights issued in connection with any
       Invention. Rich shall assist Elite in every proper way as to all such
       Inventions (but at Elite's expense) to obtain and from time to time
       enforce patents, copyrights, trademarks and other rights and protections
       relating to said Inventions in any and all countries, and to that end,
       Rich will execute all documents for use in applying for and obtaining
       protections on and enforcing such Inventions, as Elite may desire,
       together with any assignments thereof to Elite or persons designated by
       it. Rich's obligation to assist Elite in obtaining and enforcing
       patents, copyrights, trademarks and other rights and protections
       relating to such Inventions in any all countries shall continue beyond
       the termination of Rich's consultancy hereunder, but Elite shall
       compensate Rich at a reasonable rate after Rich's termination for time
       actually spent by Rich at Elite's request on such assistance.

(c)    Rich acknowledges that a remedy at law for any breach or threatened
       breach of the provisions of this Section 4.3 would be inadequate and
       therefore agrees that Elite and its affiliates shall be entitled to
       injunctive relief in addition to any other available rights and remedies
       in case of any such breach or threatened breach; provided, however, that
       nothing contained herein shall be construed as prohibiting Elite from
       pursuing any other remedies available for any such breach of threatened
       breach.

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Section 4.4    Noncompetition Clause. During the three year period following the
               Retirement Date, Rich agrees not to, directly or indirectly:

               (a)  provide or offer to provide the types of products or
                    services that Elite provides to any client or prospective
                    client of Elite or otherwise induce such clients or
                    prospective clients to reduce, terminate, restrict or
                    otherwise alter their business relationship with Elite in
                    any fashion;

               (b)  become associated either as an owner, principal, agent,
                    manager, employee, partner, shareholder (except for
                    ownership of less than five percent of the shares of a
                    publicly traded company), director, officer, consultant, or
                    representative with any business operation or any enterprise
                    if such operation competes with Elite, or

               (c)  induce or attempt to induce any employee of Elite to leave
                    Elite for the purpose of engaging in a business competitive
                    with Elite.

               Notwithstanding the foregoing, Elite acknowledges and agrees that
               Rich may provide consulting services involving general business
               operations and procedures to law firms and accounting firms so
               long as Rich does not violate the provisions of this Section 4.4
               or Section 4.1 above. Rich acknowledges that Elite may have no
               adequate means of protecting its rights under this Section 4.4
               other than by securing an injunction (a court order prohibiting
               Rich from violating this Agreement). Accordingly, Rich agrees
               that Elite is entitled to enforce this Agreement by obtaining a
               preliminary and permanent inunction and any other appropriate
               equitable relief in any court of competent jurisdiction. Rich
               acknowledges that Elite's recovery of damages will not be an
               adequate means to redress a breach of this Agreement, but nothing
               in this Section shall prohibit Elite from pursing any remedies in
               addition to injunctive relief, including recovery of damages.

Section 4.5    Noncompetition Payments. In exchange for the noncompetition
               covenants given by Rich in Section 4.4 above, Elite shall pay
               Rich a total of $300,000 payable in six equal installments
               bi-annually, commencing on the Retirement Date. Such payments are
               in addition to any payments to be made pursuant to Section 2.2
               above. Rich acknowledges and agrees (i) that Elite would not
               agree to pay such amounts in the absence of the covenants made by
               Rich in Section 4.4 above, and (ii) that such payments by Elite
               constitute adequate and sufficient consideration for the
               covenants made by Rich therein.

Section 4.6    Confidentiality. As an integral part of this Agreement, Rich
               agrees that the terms of this Agreement and the circumstances
               surrounding the execution of this Agreement shall be held
               absolutely confidential and that he shall not disclose the
               substance or terms of this Agreement to anyone other than his
               immediate family, his tax adviser, his counsel and employees of
               Elite, on a need-to-know basis who agree to maintain the
               confidentiality thereof. Notwithstanding the above, Rich may
               answer truthfully any inquiry about this Agreement which he is
               legally required to answer whether by subpoena, court order or
               other lawful process or as mutually agreed upon by the parties.
               Rich will directly and fully inform Elite, however, concerning
               any disclosures requested under this Agreement, along with the
               entity making such  request for disclosure, at the time of the
               disclosure,


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<PAGE>   11
                and Rich shall specifically inform Elite of any subpoena or
                other process which may require him to disclose any matters in
                contravention of this provision. In addition, notwithstanding
                the foregoing, Rich may, in the exercise of reasonably business
                judgment, disclose the general terms of this Agreement to
                certain customers and vendors on a need-to-know basis who agree
                to maintain the confidentiality thereof.

Section 4.7     Non-Disparagement. Elite, on the one hand, and Rich, on the
                other hand, agree that any time after the execution of this
                Agreement and continuing after the Retirement Date, they shall
                not in any way criticize or disparage the performance,
                competency or ability of the other or any of its subsidiary,
                parent or affiliated entities, or the officers, directors,
                employees or agents of any of them to any other person. In
                particular, Rich will not criticize or disparage Elite's
                financial accounting or reporting policies or practices nor
                allege or claim that he was discriminated against or otherwise
                mistreated by Elite or any of its subsidiary, parent or
                affiliated entities at any time, except to the extent, if at
                all, as may be required by legal process.

Section 4.8     No Admission of Liability. Rich understands and agrees that the
                entry into this Agreement by Elite is solely for the purpose of
                eliminating and resolving all matters arising out of Rich's
                employment with Elite, effecting the termination of Rich's
                employment, providing certain specified benefits for Rich,
                memorializing the parties' agreement concerning Rich's
                post-employment consulting relationship with Elite, and finally,
                fully and completely resolving amicably any and all matters
                actually or potentially in controversy between them and shall
                not be construed as an admission by Elite of non-compliance with
                any law or any other wrongdoing whatsoever.

                                   ARTICLE V
                                 MISCELLANEOUS

Section 5.1     Binding Effect. This Agreement shall be binding upon, and inure
                to the benefit of, the parties and their respective personal
                representatives, agents, attorneys, executors, administrators,
                heirs, successors and assigns.

Section 5.2     Modification. This Agreement may not be modified or amended
                except by an instrument in writing signed by the parties hereto.

Section 5.3     Governing Law. This Agreement has been made and will be at
                least partly performed in the State of North Carolina, and its
                validity, interpretation, performance and enforcement shall be
                governed by the laws and judicial decisions of the State of
                North Carolina.

Section 5.4     Entire Agreement. This Agreement contains the entire agreement
                between the parties hereto. No representation, agreement,
                guaranty, warranty, waiver or change in this Agreement not
                included herein shall be binding upon either party unless in
                writing and separately signed by both parties.

Section 5.5     Severability. If any provision contained in this Agreement
                shall for any reason be held invalid, illegal or unenforceable
                in any respect, such invalidity, illegality or unenforceability
                shall not effect any other provision of this Agreement, but


                                       11
<PAGE>   12

               this Agreement shall be construed as if such invalid, illegal or
               unenforceable provision had never been contained herein.

Section 5.6    Counterparts. This Agreement may be executed in counterparts,
               each of which may be signed separately and may be enforceable as
               an original, but all of which together shall constitute but one
               agreement.

Section 5.7    Authorization. Each person executing this Agreement in a
               representative capacity hereby represents and warrants that he
               is fully authorized to do so.


                                       12
<PAGE>   13

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement under
seal as of the date and year first indicated above.

                                               /s/ ALAN RICH          (SEAL)
                                               ----------------------
                                                     ALAN RICH

Sworn to and subscribed
before me, this 22nd day
of May, 1997.                                [NOTARY PUBLIC SEAL]

   /s/ FRAN LEITNER                          FRAN LEITNER
-----------------------                      Commission # 1059924
     Notary Public                           Notary Public - California
                                             LOS ANGELES COUNTY
My commission expires:                       My Comm. Expires Jun 9, 1999

     6/9/99
----------------------
   (Official Seal)

                                             ELITE INFORMATION SYSTEMS, INC.

                                             By: /s/ ALAN C. STANFORD
                                                -----------------------------

                                             Title: Executive Vice President
                                                   --------------------------

Acknowledged as of the 21 day of
May, 1997 by:

BROADWAY & SEYMOUR, INC.

By:  /s/ ALAN C. STANFORD
   ------------------------------
    Alan C. Stanford
    Chairman and Chief Executive Officer


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<PAGE>   14


     IN WITNESS WHEREOF, this the 31st day of December 1997, each of Alan Rich
and Elite Information systems, Inc. hereby executes this Agreement under Seal
and renews and reaffirms its respective releases, covenants, representations
and acknowledgments as of such date.


                                 /s/ ALAN RICH             (SEAL)
                                 -------------------------
                                         ALAN RICH


                                 ELITE INFORMATION SYSTEMS, INC.

                                 By:
                                    --------------------------------------------

                                 Title:  Executive Vice President and Treasurer
                                       ----------------------------------------



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