Employment Agreement - InterCept Group Inc. and Scott R. Meyerhoff
EMPLOYMENT AGREEMENT
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This EMPLOYMENT AGREEMENT (this "Agreement") is made by and between THE
INTERCEPT GROUP, INC., a Georgia corporation (the "Company"), and SCOTT R.
MEYERHOFF, an individual resident of Georgia (the "Employee"), as of this 1st
day of February, 1998 (the "Effective Date").
The Company desires to employ the Employee as its Chief Financial Officer.
The Employee is willing to serve as the Company's Chief Financial Officer on the
terms and conditions herein provided.
Certain terms used in this Agreement are defined in Section 17.
In consideration of the foregoing, the mutual covenants contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree that on the Effective Date:
1. Employment. The Company shall employ the Employee, and the Employee shall
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serve the Company, as Chief Financial Officer upon the terms and conditions set
forth herein. The Employee shall have such authority and responsibilities as
are consistent with his position and which may be set forth in this Agreement,
in the Bylaws or assigned by the CEO or the President from time to time. The
Employee shall devote his full business time, attention, skill and efforts to
the performance of his duties hereunder, except during periods of illness or
periods of vacation and leaves of absence consistent with Company policy. The
Employee may devote reasonable periods of time to perform charitable and other
community activities and to manage his personal investments; provided, however,
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that such activities do not materially interfere with the performance of his
duties hereunder and are not in conflict or competitive with, or adverse to, the
interests of the Company.
2. Term. Unless earlier terminated as provided herein, the Employee's
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employment under this Agreement shall be for a term (the "Term") of one year.
The Term shall be automatically extended by twelve (12) months upon expiration
of the initial Term and each anniversary thereafter unless either the Company or
the Employee has given written notice to the other at least ninety (90) days
prior to the expiration of the Term or any renewal period, of its or his intent
not to extend the Agreement.
3. Compensation and Benefits.
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a. The Company shall pay the Employee a salary at a rate of not less than
$130,000 per annum in accordance with the salary payment practices of the
Company. The CEO and President shall review the Employee's salary at least
annually (on or before February 1, 1999, for the first review) and may increase
the Employee's base salary if they determine in their sole discretion that an
increase is appropriate.
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b. The Employee shall be eligible to participate in certain management
incentive or bonus programs as the Board of Directors may establish from time to
time.
c. The Employee may participate in the Plan and shall be eligible for the
grant of stock options, restricted stock and other awards thereunder.
d. The Employee may participate in all retirement, welfare, deferred
compensation, life and health insurance, and other benefit plans or programs of
the Company now or hereafter applicable to the Employee or applicable generally
to employees of the Company.
e. The Company shall reimburse the Employee for travel and other expenses
related to the Employee's duties which are incurred and accounted for in
accordance with the historic practices of the Company.
f. The Employee shall be entitled to three (3) weeks paid vacation during
each calendar year.
4. Termination.
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a. The Employee's employment under this Agreement may be terminated prior to
the end of the Term only as follows:
(i) upon the death of the Employee;
(ii) by the Company due to the Disability of the Employee upon delivery
of a Notice of Termination to the Employee; and
(iii) by the Company for Cause upon delivery of a Notice of Termination
to the Employee.
(iv) prior to a Change in Control, by the Company without Cause upon no
less than sixty (60) days' written notice to Employee, provided the
Company complies with Section 4.b(iii) hereof, whichever
applies.
b. Prior to the Initial Public Offering, if the Employee's employment with the
Company shall be terminated during the Term (i) by reason of the Employee's
death, (ii) by the Company for Disability or Cause, or (iii) by the Company
without Cause, the Company shall pay to the Employee (or in the case of his
death, the Employee's estate) within 15 days after the Termination Date, a lump
sum cash payment equal to one-fourth (1/4) of the Base Amount and all of the
Employee's incentive awards, stock options and stock appreciation rights which
remain unvested as of the Termination Date shall lapse.
c. Prior to the Initial Public Offering, if the Employee's employment with
the Company shall be terminated for any reason within one year after a Change in
Control or by the Employee with Adequate Justification, the Company shall pay to
the Employee, within 15 days of
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the Termination Date, a lump sum cash payment equal to three-quarters (3/4) of
the Base Amount and the restrictions on any outstanding incentive awards
(including stock options) granted to the Employee under the Plan or under any
other incentive plan or arrangement shall lapse and such incentive award shall
become 100% vested, and all stock options and stock appreciation rights granted
to the Employee shall become 100% vested and immediately exercisable.
d. After the Initial Public Offering, if the Employee's employment with the
Company shall be terminated during the Term (i) by reason of the Employee's
death, or (ii) by the Company for Disability or Cause, the Company shall pay to
the Employee (or in the case of his death, the Employee's estate) within 15 days
after the Termination Date, a lump sum cash payment equal to the Accrued
Compensation and, if such termination is other than by the Company for Cause,
the Pro Rata Bonus, and all of the Employee's incentive awards, stock options
and stock appreciation rights which remain unvested as of the Termination Date
shall lapse.
e. After the Initial Public Offering, if the Employee's employment with the
Company shall be terminated by the Company for any reason within one year after
a Change in Control or by the Employee with Adequate Justification, in addition
to other rights and remedies available in law or equity, the Employee shall be
entitled to the following:
(i) the Company shall pay the Employee in cash within 15 days of
the Termination Date an amount equal to all Accrued
Compensation and the Pro Rata Bonus;
(ii) the Company shall pay to the Employee in cash at the end of
each of the nine consecutive 30-day periods following the
Termination Date an amount equal to one-twelfth (1/12) of
the sum of the Base Amount and the Bonus Amount.
(iii) for the period from the Termination Date through the
date that is nine months from the Termination Date (the
"Continuation Period"), the Company shall at its expense
continue on behalf of the Employee the life insurance,
disability, medical, dental and hospitalization benefits
provided (x) to the Employee at any time during the 90-day
period prior to the Change in Control or at any time
thereafter or (y) to other similarly situated employees who
continue in the employ of the Company during the
Continuation Period. The coverage and benefits (including
deductibles and costs) provided in this Section 4(e)(iii)
during the Continuation Period shall be no less favorable to
the Employee than the most favorable of such coverages and
benefits during any of the periods referred to in clauses
(x) and (y) above. The Company's obligation hereunder with
respect to the foregoing benefits shall be limited to the
extent that the Employee obtains any such benefits pursuant
to a subsequent employer's benefit plans, in which case the
Company may reduce the coverage of any benefits it is
required to provide
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the Employee hereunder as long as the aggregate coverages
and benefits of the combined benefit plans is no less
favorable to the Employee than the coverages and benefits
required to be provided hereunder. This subsection (iii)
shall not be interpreted so as to limit any benefits to
which the Employee may be entitled under any of the
Company's employee benefit plans, programs or practices
following the Employee's termination of employment,
including without limitation, retiree medical and life
insurance benefits; and
(iv) the restrictions on any outstanding incentive awards
(including stock options) granted to the Employee under the
Plan or under any other incentive plan or arrangement shall
lapse and such incentive award shall become 100% vested, and
all stock options and stock appreciation rights granted to
the Employee shall become 100% vested and immediately
exercisable.
f. After the Initial Public Offering, if the Company terminates the Employee
without Cause, the Company shall pay to the Employee in cash at the end of each
of the six consecutive 30-day periods following the Termination Date an amount
equal to one-twelfth (1/12) of the sum of the Base Amount and the Bonus Amount.
g. The severance pay and benefits provided for in this Section 4 shall be in
lieu of any other severance or termination pay to which the Employee may be
entitled under any Company severance or termination plan, program, practice or
arrangement and shall be in consideration for the Employee's agreements in
Section 5 hereof. The Employee's entitlement to any other compensation or
benefits shall be determined in accordance with the Company's employee benefit
plans and other applicable programs, policies and practices then in effect.
h. In the event that the Employee is a director of the Company or any of its
affiliates and his employment hereunder is terminated for any reason, the
Employee shall, and does hereby, tender his resignation as a director of the
Company and any of its affiliates effective as of the Termination Date.
5. Protection of Trade Secrets and Confidential Information
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a. Through exercise of his rights and performance of his obligations under
this Agreement, Employee will be exposed to "Trade Secrets" and "Confidential
Information" (as those terms are defined below). "Trade Secrets" shall mean
information or data of or about the Company or any affiliated entity, including,
but not limited to, technical or nontechnical data, formulas, patterns,
compilations, programs, devices, methods, techniques, drawings, processes,
financial data, financial plans, products plans, or lists of actual or potential
customers, clients, distributors, or licensees, that: (i) derive economic value,
actual or potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value
from their disclosure or use; and (ii) are the subject of efforts that are
reasonable under the circumstances to maintain their secrecy. To the extent
that the foregoing definition is inconsistent with a definition of "trade
secret" mandated under applicable law, the
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latter definition shall govern for purposes of interpreting Employee's
obligations under this Agreement. Except as required to perform his obligations
under this Agreement or except with Company's prior written permission, Employee
shall not use, redistribute, market, publish, disclose or divulge to any other
person or entity any Trade Secrets of the Company. The Employee's obligations
under this provision shall remain in force (during or after the Term) for so
long as such information or data shall continue to constitute a "trade secret"
under applicable law. Employee agrees to cooperate with any and all
confidentiality requirements of the Company and Employee shall immediately
notify the Company of any unauthorized disclosure or use of any Trade Secrets of
which Employee becomes aware.
b. The Employee agrees to maintain in strict confidence and, except as
necessary to perform his duties for the Company, not to use or disclose any
Confidential Business Information at any time, either during the term of his
employment or for a period of one year after the Employee's last date of
employment, so long as the pertinent data or information remains Confidential
Business Information. "Confidential Business Information" shall mean any non-
public information of a competitively sensitive or personal nature, other than
Trade Secrets, acquired by the Employee, directly or indirectly, in connection
with the Employee's employment (including his employment with the Company prior
to the date of this Agreement), including (without limitation) oral and written
information concerning the Company or its affiliates relating to financial
position and results of operations (revenues, margins, assets, net income,
etc.), annual and long-range business plans, marketing plans and methods,
account invoices, oral or written customer information, and personnel
information. Confidential Business Information also includes information
recorded in manuals, memoranda, projections, minutes, plans, computer programs,
and records, whether or not legended or otherwise identified by the Company and
its affiliates as Confidential Business Information, as well as information
which is the subject of meetings and discussions and not so recorded; provided,
however, that Confidential Business Information shall not include information
that is generally available to the public, other than as a result of disclosure,
directly or indirectly, by the Employee, or was available to the Employee on a
non-confidential basis prior to its disclosure to the Employee.
c. Upon termination of employment, the Employee shall leave with the Company
all business records relating to the Company and its affiliates including,
without limitation, all contracts, calendars, and other materials or business
records concerning its business or customers, including all physical,
electronic, and computer copies thereof, whether or not the Employee prepared
such materials or records himself. Upon such termination, the Employee shall
retain no copies of any such materials.
d. As set forth above, the Employee shall not disclose Trade Secrets or
Confidential Business Information. However, nothing in this provision shall
prevent the Employee from disclosing Trade Secrets or Confidential Business
Information pursuant to a court order or court-issued subpoena, so long as the
Employee first notifies the Company of said order or subpoena in sufficient time
to allow the Company to seek an appropriate protective order. The Employee
agrees that if he receives any formal or informal discovery request, court
order, or subpoena requesting that he disclose Trade Secrets or Confidential
Business Information, he will immediately notify the Company and provide the
Company with a copy of said request, court order, or subpoena.
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6. Non-Solicitation and Related Matters
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a. If the Employee is terminated for Cause or if the Employee resigns without
Adequate Justification, then for a period of two years following the date of
termination, the Employee shall not (except on behalf of or with the prior
written consent of the Company) either directly or indirectly, on the Employee's
own behalf or in the service or on behalf of others, (i) solicit, divert, or
appropriate to or for a Competing Business, or (ii) attempt to solicit, divert,
or appropriate to or for a Competing Business, any person or entity that was a
customer or prospective customer of the Company on the date of termination and
with whom the Employee had direct material contact within six months of the
Employee's last date of employment.
b. If the Employee is terminated for Cause or if the Employee resigns without
Adequate Justification, then for a period of two years following the date of
termination, the Employee will not, either directly or indirectly, on the
Employee's own behalf or in the service or on behalf of others, (i) solicit,
divert, or hire away, or (ii) attempt to solicit, divert, or hire away any
employee of or consultant to the Company or any of its affiliates engaged or
experienced in the Business, regardless of whether the employee or consultant is
full-time or temporary, the employment or engagement is pursuant to written
agreement, or the employment is for a determined period or is at will.
c. The Employee acknowledges and agrees that great loss and irreparable
damage would be suffered by the Company if the Employee should breach or violate
any of the terms or provisions of the covenants and agreements set forth in this
Section 6. The Employee further acknowledges and agrees that each of these
covenants and agreements is reasonably necessary to protect and preserve the
interests of the Company. The parties agree that money damages for any breach
of clauses (a) and (b) of this Section 6 will be insufficient to compensate for
any breaches thereof, and that the Employee or any of the Employee's affiliates,
as the case may be, will, to the extent permitted by law, waive in any
proceeding initiated to enforce such provisions any claim or defense that an
adequate remedy at law exists. The existence of any claim, demand, action, or
cause of action against the Company, whether predicated upon this Agreement or
otherwise, shall not constitute a defense to the enforcement by the Company of
any of the covenants or agreements in this Agreement; provided, however, that
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nothing in this Agreement shall be deemed to deny the Employee the right to
defend against this enforcement on the basis that the Company has no right to
its enforcement under the terms of this Agreement.
d. The Employee acknowledges and agrees that: (i) the covenants and
agreements contained in clauses (a) through (e) of this Section 6 are the
essence of this Agreement; (ii) that the Employee has received good, adequate
and valuable consideration for each of these covenants; and (iii) each of these
covenants is reasonable and necessary to protect and preserve the interests and
properties of the Company. The Employee also acknowledges and agrees that: (i)
irreparable loss and damage will be suffered by the Company should the Employee
breach any of these covenants and agreements; (ii) each of these covenants and
agreements in clauses (a) and (b) of this Section 6 is separate, distinct and
severable not only from the other covenants and agreements but also from the
remaining provisions of this Agreement; and (iii) the unenforceability of any
covenants or agreements shall not affect the validity or
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enforceability of any of the other covenants or agreements or any other
provision or provisions of this Agreement. The Employee acknowledges and agrees
that if any of the provisions of clauses (a) and (b) of this Section 6 shall
ever be deemed to exceed the time, activity, or geographic limitations permitted
by applicable law, then such provisions shall be and hereby are reformed to the
maximum time, activity, or geographical limitations permitted by applicable law.
e. The Employee and the Company hereby acknowledge that it may be appropriate
from time to time to modify the terms of this Section 5 and the definition of
the term "Business" to reflect changes in the Company's business and affairs so
that the scope of the limitations placed on the Employee's activities by this
Section 6 accomplishes the parties' intent in relation to the then current facts
and circumstances. Any such amendment shall be effective only when completed in
writing and signed by the Employee and the Company.
7. Successors; Binding Agreement
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a. This Agreement shall be binding upon and shall inure to the benefit of the
Company, its Successors and Assigns and the Company shall require any Successors
and Assigns to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it
if no such succession or assignment had taken place.
b. Neither this Agreement nor any right or interest hereunder shall be
assignable or transferable by the Employee, his beneficiaries or legal
representatives, except by will or by the laws of descent and distribution.
This Agreement shall inure to the benefit of and be enforceable by the
Employee's legal personal representative.
8. Fees and Expenses The Company shall pay all legal fees and related
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expenses (including but not limited to the costs of experts, accountants and
counsel) incurred by the Employee as they become due as a result of (a) the
termination of employment (including all such fees and expenses, if any,
incurred in contesting or disputing any such termination of employment) and (b)
the Employee seeking to obtain or enforce any right or benefit provided by this
Agreement; provided, however, that the circumstances set forth in clauses (a)
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and (b) above occurred on or after a Change in Control.
9. Notice For the purposes of this Agreement, notices and all other
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communications provided for in this Agreement (including the Notice of
Termination) shall be in writing and shall be deemed to have been duly given
when personally delivered or sent by certified mail, return receipt requested,
postage prepaid, addressed to the respective addresses last given by each party
to the other; provided, however, that all notices to the Company shall be
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directed to the attention of the CEO with a copy to the Secretary of the
Company. All notices and communications shall be deemed to have been received
on the date of delivery thereof.
10. Settlement of Claims. The Company's obligation to make the payments
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provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, recoupment, defense or other right which
the Company may have against the Employee or others.
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The Company may, however, withhold from any benefits payable under this
Agreement all federal, state, city, or other taxes as shall be required pursuant
to any law or governmental regulation or ruling.
11. Modification and Waiver No provisions of this Agreement may be modified,
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waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the Employee and the Company. No waiver by any party
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time.
12. Governing Law This Agreement shall be governed by and construed and
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enforced in accordance with the laws of the State of Georgia without giving
effect to the conflict of laws principles thereof. Any action brought by any
party to this Agreement shall be brought and maintained in a court of competent
jurisdiction in State of Georgia.
13. Severability The provisions of this Agreement shall be deemed severable
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and the invalidity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof.
14. Entire Agreement This Agreement constitutes the entire agreement between
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the parties hereto and supersedes all prior agreements, if any, understandings
and arrangements, oral or written, between the parties hereto with respect to
the subject matter hereof.
15. Headings The headings of Sections herein are included solely for
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convenience of reference and shall not control the meaning or interpretation of
any of the provisions of this Agreement.
16. Counterparts This Agreement may be executed in one or more counterparts,
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each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
17. Definitions For purposes of this Agreement, the following terms shall
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have the following meanings:
a. "Accrued Compensation" shall mean an amount which shall include all
amounts earned or accrued through the Termination Date but not paid as of the
Termination Date including (i) base salary, (ii) reimbursement for reasonable
and necessary expenses incurred by the Employee on behalf of the Company during
the period ending on the Termination Date, and (iii) bonuses and incentive
compensation (other than the Pro Rata Bonus).
b. "Act" shall mean the Securities Act of 1933, as amended.
c. "Adequate Justification" shall mean the occurrence within one year after a
change in control of any of the following events or conditions: (i) a material
failure of the Company to comply with the terms of this agreement; (ii) any
relocation of the Employee outside
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a 30-mile radius from the executive offices occupied by the Employee prior to
this change in control that is not approved by the members of the Incumbent
Board (as defined in Section 17(j)(ii)); or (iii) other than as provided for
herein, any substantial diminution in the Employee's authority or the Employee's
responsibilities that is not approved by members of the Incumbent Board.
d. "Base Amount" shall mean the greater of the Employee's annual base salary
(i) at the rate in effect on the Termination Date or (ii) at the highest rate in
effect at any time during the 90-day period prior to the Change in Control, and
shall include all amounts of his base salary that are deferred under the
qualified and non-qualified employee benefit plans of the Company or any other
agreement or arrangement.
e. "Bonus Amount" shall mean the most recent annual bonus paid or payable to
the Employee prior to the Termination Date or the annual bonus paid or payable
for the full fiscal year ended prior to the fiscal year during which a Change in
Control occurred (or, in each case, such lesser period for which annual bonuses
were paid or payable to the Employee).
f. "Business" shall mean the design, development, marketing and
implementation of electronic commerce products and services for community
financial institutions.
g. "Bylaws" shall mean the Amended and Restated Bylaws of the Company, as
amended, supplemented or otherwise modified from time to time.
h. The termination of the Employee's employment shall be for "Cause" if it is
the result of:
(i) the commission or omission of an act by the Employee of a
willful or negligent act which causes harm to the Company;
(ii) the conviction of the Employee for the commission or
perpetration by the Employee of any felony or any act of
fraud;
(iii) the failure of the Employee to devote his full time and
attention to the business as provided in Section 1; or
(iv) the failure of the Employee to perform his duties hereunder
in a manner satisfactory to the CEO and President, as
determined in their sole discretion; provided, however, that
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the Employee shall have 30 days to cure such failure after
receiving notice from the Company. The Company shall be
obligated to provide only one notice to Employee pursuant to
this Section 17(h)(iv). Thereafter, the Company may
terminate the Employee, without the Employee having a right
to cure, if the Employee fails to perform his duties in a
manner satisfactory to the CEO and the President, as
determined in their sole discretion.
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i. "CEO" shall mean John W. Collins or such other person who is serving as the
Company's Chief Executive Officer.
j. A "Change in Control" shall mean the occurrence during the Term of any of
the following events after the Initial Public Offering:
(i) An acquisition (other than directly from the Company) of any
voting securities of the Company (the "Voting Securities")
by any "Person" (as the term person is used for purposes of
Section 13(d) or 14(d) of the Securities Exchange Act of
1934 (the "1934 Act")) immediately after which such Person
has "Beneficial Ownership" (within the meaning of Rule 13d-3
promulgated under the 1934 Act) of 40% or more of the
combined voting power of the Company's then outstanding
Voting Securities; provided, however, that in determining
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whether a Change in Control has occurred, Voting Securities
which are acquired in a "Non-Control Acquisition" (as
hereinafter defined) shall not constitute an acquisition
which would cause a Change in Control. A "Non-Control
Acquisition" shall mean an acquisition by (1) an employee
benefit plan (or a trust forming a part thereof) maintained
by (x) the Company or (y) any corporation or other Person of
which a majority of its voting power or its equity
securities or equity interest is owned directly or
indirectly by the Company (a "Subsidiary"), (2) the Company
or any Subsidiary, or (3) any Person in connection with a
"Non-Control Transaction" (as hereinafter defined).
(ii) The individuals who, as of the date of the Initial Public
Offering, are members of the Board of Directors of the
Company (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board of Directors;
provided, however, that if the election, or nomination for
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election by the Company's stockholders, of any new director
was approved by a vote of at least a majority of the
Incumbent Board, such new director shall, for purposes of
this Agreement, be considered as a member of the Incumbent
Board; provided, further, however, that no individual shall
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be considered a member of the Incumbent Board if such
individual initially assumed office as a result of either an
actual or threatened "Election Contest" (as described in
Rule 14a-11 promulgated under the 1934 Act) or other actual
or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board of Directors (a
"Proxy Contest") including by reason of any agreement
intended to avoid or settle any Election Contest or Proxy
Contest; or
(iii) Approval by stockholders of the Company of:
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(A) A merger, consolidation or reorganization involving the
Company, unless
(1) the stockholders of the Company, immediately
before such merger, consolidation or
reorganization, own, directly or indirectly,
immediately following such merger, consolidation
or reorganization, at least a majority of the
combined voting power of the outstanding voting
securities of the corporation resulting from such
merger or consolidation or reorganization (the
"Surviving Corporation") in substantially the same
proportion as their ownership of the Voting
Securities immediately before such merger,
consolidation or reorganization, and
(2) the individuals who were members of the Incumbent
Board immediately prior to the execution of the
agreement providing for such merger, consolidation
or reorganization constitute at least a majority
of the members of the board of directors of the
Surviving Corporation.
(A transaction described in clauses (1) and (2) shall
herein be referred to as a "Non-Control Transaction").
(B) A complete liquidation or dissolution of the Company;
or
(C) An agreement for the sale or other disposition of all
or substantially all of the assets of the Company to
any Person (other than a transfer to a Subsidiary).
(iv) Notwithstanding anything contained in this Agreement to the
contrary, if the Employee's employment is terminated prior
to a Change in Control and the Employee reasonably
demonstrates that such termination (A) was at the request of
a third party who has indicated an intention or taken steps
reasonably calculated to effect a Change in Control and who
effectuates a Change in Control (a "Third Party") or (B)
otherwise occurred in connection with, or in anticipation
of, a Change in Control which actually occurs, then for all
purposes of this Agreement, the date of a Change in Control
with respect to the Employee shall mean the date immediately
prior to the date of such termination of the Employee's
employment.
k. "Competing Business" shall mean any business that, in whole or in part, is
the same or substantially the same as the Business.
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l. "Confidential Business Information" shall have the meaning ascribed to it
in Section 5(b).
m. "Continuation Period" shall have the meaning ascribed to it in Section
4(e)(iii).
n. "Disability" shall mean the inability of the Employee to perform
substantially all of his current duties as required hereunder for a continuous
period of 90 days because of mental or physical condition, illness or injury.
o. "Effective Date" shall mean the date set forth in the recitals.
p. "Initial Public Offering" shall mean the closing of the first public
offering of the Company's common stock registered under the Act in which
aggregate proceeds to the Company, net of all underwriting discounts and
commissions and other expenses of issuance and distribution as stated in the
prospectus relating to such offering, are equal to at least twelve million
dollars ($12,000,000).
q. "Notice of Termination" shall mean a written notice of termination from
the Company or the Employee which specifies an effective date of termination,
indicates the specific termination provision in this Agreement relied upon, and
sets forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Employee's employment under the provision so
indicated.
r. "Plan" shall mean The InterCept Group, Inc. Amended and Restated 1996
Stock Option Plan effective as of November 12, 1996.
s. "President" shall mean Donny R. Jackson or such other person serving as the
President of the Company.
t. "Pro Rata Bonus" shall mean an amount equal to the Bonus Amount multiplied
by a fraction the numerator of which is the number of days in the fiscal year
through the Termination Date and the denominator of which is 365.
u. "Successors and Assigns" shall mean a corporation or other entity
acquiring all or substantially all the assets and business of the Company
(including this Agreement), whether by operation of law or otherwise.
v. "Termination Date" shall mean, in the case of the Employee's death, his
date of death, and in all other cases, the date specified in the Notice of
Termination.
w. "Territory" shall mean the United States.
x. "Trade Secrets" shall have the meaning ascribed to it in Section 5(a).
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed and
its seal to be affixed hereunto by its officers thereunto duly authorized, and
the Employee has signed and sealed this Agreement, effective as of the date
first above written.
THE INTERCEPT GROUP, INC.
ATTEST:
By: /s/ Marie Storey By: /s/ Donny R. Jackson
_______________________ ______________________
Name: Marie Storey Name: Donny R. Jackson
_______________________ ______________________
Title: Assistant Secretary Title: President
_______________________ ______________________
(CORPORATE SEAL)
EMPLOYEE
/s/ Scott R. Meyerhoff
__________________________________________
SCOTT R. MEYERHOFF
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