Severance Agreement - ADAM Software Inc. and Joseph R. Fuller
A.D.A.M. SOFTWARE, INC.
SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT (this "Agreement"), dated as of January 15, 1996, is
made by Joseph R. Fuller, an individual resident of the State of Georgia (the
"Executive"), and A.D.A.M. Software, Inc., a Georgia Corporation (the
"Company").
The purpose of this Agreement is to set forth the mutual understandings of the
Executive and the Company in the event of a termination of Executive's
employment by the Company without "Good Cause" (as defined below).
1. If the Executive's employment with the Company is terminated for any
reason other than (1) Good Cause (as defined below), or (2) the voluntary
termination by Executive of his employment, then, if such termination
occurs at any time, Executive will be entitled to receive one year's base
salary and bonus (if earned) as severance. In addition, the Company shall
permit the Executive, at his own cost, to continue to participate in
health benefit plans in accordance with the provisions of the COBRA
legislation passed by Congress.
2. It is expressly understood and agreed that Executive will only be required
to perform services as an employee and officer of the Company at the
Company's facilities at 1600 RiverEdge Parkway or such other location of
the principal executive offices of the Company in the Atlanta
metropolitan area as the Board of Directors of the Company may designate.
If Executive is required to relocate to any location outside of the
metropolitan Atlanta area in connection with his employment by the
Company, and Executive elects not to accept such reassignment by notifying
the Company in writing within 45 days of such reassignment, then he will
be deemed to have been terminated by the Company without Good Cause and
will be entitled to severance in accordance with the terms in Paragraph 1.
3. It is further understood and agreed that if the Company unilaterally and
materially reduces the Executive's duties and responsibilities, and the
Executive elects not to accept such change in his role or responsibilities
by notifying the Company in writing within 45 days of such change, then
Executive's employment will be deemed to have been terminated by the
Company without Good Cause and the Executive will be entitled to severance
in accordance with the provisions of Paragraph 1.
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4. For purposes of this Agreement, "Good Cause" shall exist upon the
occurrence of any of the following: (i) Executive is convicted (in a
United States court) of, pleads guilty to, or confesses to any felony or
any act of fraud, misappropriation or embezzlement, (ii) Executive engages
in a fraudulent act to the material damage or prejudice of the Company or
any affiliate of the Company or in conduct or activities materially
damaging to the property, business or reputation of the Company or any
affiliate of the Company, as determined in good faith by the Board of
Directors of the Company, (iii) Executive is convicted (in a United States
court) of, pleads guilty to, or confesses to illegal use by Executive of
controlled substances, (iv) any material act or omission by Executive
involving malfeasance or negligence in the performance of Executive's
duties to the Company to the material detriment of the Company, which has
not been corrected by Executive within thirty (30) days after written
notice from the Company of any such act or omission, or (v) failure by the
Executive to comply with the terms of this Agreement or any written
policies or directives of the Board of Directors, which has not been
corrected by Executive within thirty (30) days after written notice from
the Company of such failure.
A.D.A.M. SOFTWARE, INC.
By: /s/ Curtis Cain
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Title: CEO
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EXECUTIVE
/s/ Joseph R. Fuller
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Joseph R. Fuller