Sample Business Contracts

Employment Agreement - Netsmart Technologies Inc. and James L. Conway

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
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                          EMPLOYMENT AGREEMENT

      AGREEMENT   dated  as  of  August  15,  1996,  by  and  between   Netsmart
Technologies,  Inc., a Delaware  corporation  with its  principal  office at 146
Nassau Avenue, Islip, NY 11751 (the "Company"), and James L. Conway, residing at
951 Roxbury Drive, Westbury, NY 11590 (the "Executive").

                          W I T N E S S E T H:

      WHEREAS,  the  Company  desires  to obtain  the  benefits  of  Executive's
knowledge,  skill and ability in connection  with managing the operations of the
Company and to employ  Executive  on the terms and  conditions  hereinafter  set
forth; and
      WHEREAS,  Executive  desires to provide his services to the Company and to
accept  employment by the Company on the terms and  conditions  hereinafter  set
      NOW,  THEREFORE,  in consideration of the mutual promises set forth in the
agreement, the parties agree as follows:

      1.   Employment and Duties
           (a) Subject to the terms and conditions  hereinafter  set forth,  the
Company hereby  employs the Executive as a president of the Company.  During the
term of his employment  pursuant to this  Agreement (the "Term"),  the Executive
shall report to the Company's  Board of Directors  (the "Board")' or such senior
executive officer as may be designated by the Board, and Executive shall perform
such duties and responsibilities customarily associated with such positions, and
shall have such other duties and responsibilities  consistent with such position
as the Board may assign to him from time to time. The Company  understands  that
the executive also serves as the president of S-Tech,  Inc. and will continue to
devote a portion of his time to that company.
           (b)  In  addition,   the  Executive  shall  serve  at  no  additional
compensation  as a director of the Company,  if elected,  and in such  executive
capacity or capacities  with respect to any affiliate of the Company to which he
may be elected or appointed, provided that such duties are not inconsistent with
those of an executive  officer of the Company.  The Company agrees that, as long
as Executive shall be employed by the Company  pursuant to this  Agreement,  the
Company shall include Executive as one of management's designees for director of
the Company.
           (c) Unless terminated  earlier as provided for in Paragraph 5 of this
Agreement,  the Term shall be for an initial period commencing as of the date of
this Agreement and expiring on August 15, 2001.

      2. Executive hereby accepts the employment contemplated by this Agreement.
During  the  Term,  Executive  shall  report  to  the  Board  and  shall  devote
substantially  all of his business time and attention to the  performance of his
duties under this Agreement,  and shall perform such duties diligently,  in good
faith and in a manner consistent with the best interests of the Company.

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      3.   Compensation and Other Benefits
           (a) (i)For his services to the Company  during the Term,  the Company
shall pay Executive a salary ("Salary") at the annual rate of one hundred twenty
five  thousand  dollars  ($125.000,00).  Commencing  August 15, 1996 and on each
August 15 thereafter  during the Term of this  Agreement,  the  Executive  shall
receive an increase in Salary equal to the cost of living  increase.  The Salary
shall  be  payable  in such  installments  as the  Company  regularly  pays  its
executive officers, but not less frequently than semi-monthly.

               (iiThe cost of living increase shall be computed as follows:
                  (A)   The cost of living index, as hereinafter defined, for
August commencing August 1996,  shall be compared  with the cost of living index
 for August of the previous year. The
 cost of living increase shall mean the percentage increase in
the cost of living index from the previous  August to the August as of which the
computation is made. Such determination  shall be made as soon as possible after
release of the cost of living  index for the August as of which the  computation
is being made,  and the Company  shall,  on the next  payroll  date,  pay to the
Executive any additional  Salary accrued but not paid pending  determination  of
the cost of living increase.
                  (B) The cost of living index shall mean the  "Consumers  Price
Index for Urban Wage  Earners and Clerical  Workers  (Revised  Series)-New  York
Metropolitan  Area",  published by the Bureau of Labor  Statistics of the United
States  Department of Labor.  If the said cost of living index in its form as of
the date of this  agreement or the  calculation  basis  thereof shall be revised
therefrom or discontinued, the parties shall attempt in good faith to adjust the
provisions of this Paragraph 3(a).
           (b) The Company shall also pay Executive a bonus (the "Bonus")  equal
to five (5%) percent of the  Company's  income  before income taxes per year for
the year ended December 31, 1996 and for each year thereafter during the Term of
this  Agreement;  provided that the Bonus shall not exceed three hundred  (300%)
percent of the Executive's Salary for the year with respect to which it is paid.
If the Agreement  terminates  prior-to the end of a fiscal year (other than as a
result of a termination  for cause),  Executive shall be entitled to a Bonus for
such fiscal year on a pro rata basis, based upon the number of whole months that
Executive was employed by the Company.  For purposes of  calculating  the Bonus,
income  before  income  taxes  shall be computed in  accordance  with  generally
accepted accounting principles.
           (c) In addition to Salary and Bonus, Executive shall receive the
following benefits:
         (i) health insurance for the Executive, his dependents and, to the
 extent permitted
by the Company's health insurer,  his  beneficiary,  accident and life insurance
and officer's life insurance to the extent such benefits are currently in effect
or will be put  into  effect  for  executive  offices  during  the  term of this
               (iiuse of a company-owned  or leased  automobile or an automobile
allowance of $1000 per month, including insurance, fuel, service and maintenance
costs,  which  shall  be paid in  accordance  with  the  Company's  policies  on
automobile benefits; and
               (iivacation in accordance with Company policy.

                                II - 11


           (d) In the event of a  termination  of  Executive's  employment  as a
result of his death or  Disability,  as hereinafter  defined,  the Company shall
continue to pay to Executive or his  beneficiary,  his Salary at the annual rate
in effect at the date of death or termination  resulting from Disability,  until
the earlier of (i) two (2) years from the date of death or such  termination  or
(ii) August 15, 2001; provided,  however, that the Company's obligations to make
such payments are contingent  upon Executive  having taken and passed a physical
for key man life  insurance and the Company  having been able to obtain such key
man  insurance at standard  rates.  The  beneficiary  of Executive  shall be the
person designated by Executive as the beneficiary by an instrument  executed and
acknowledged by Executive; provided, that if Executive shall fail to designate a
beneficiary as provided in this  Paragraph  3(d), the benefits of this Paragraph
3(d) or Paragraph 5(e) of this Agreement, shall not be payable by the Company.
      4.  Reimbursement  of  Expenses.   The  Company  shall  pay  or  reimburse
Executive,  upon presentation of proper expense statements,  for all authorized,
ordinary and necessary  out-of-pocket  expenses reasonably incurred by Executive
in connection  with the  performance of his services  pursuant to this Agreement
hereunder in accordance with the Company's expense reimbursement policy.
       5.  Termination of Employment
           (a) The Executive's  employment hereunder shall terminate immediately
upon the death of the Executive.
           (b) The Executive's employment may be terminable by the Executive
 or the Company by not less than  thirty 
(30)  days'  written  notice in the event of  Executive's
Disability.  The  term  "Disability"  shall  mean  any  illness,  disability  or
incapacity of the Executive which prevents him from substantially performing his
regular duties for a period of three (3) consecutive  months or four (4) months,
even though not consecutive, in any twelve (12) month period.
           (c) The Company may terminate Executive's employment, immediately and
without  notice,  for cause,  in which  event no further  compensation  shall be
payable to Executive.  The term "Cause" shall mean (i) a material  breach by the
Executive of Paragraph 6, 7, 8 and 10(a) of this  Agreement,  (ii) repeated acts
of dishonesty or deliberate misconduct, (iii) breach of trust or other action by
which Executive  obtains  personal gain at the expense of or to the detriment of
the Company,  (iv) repeated failure to perform  customary duties of his position
following  notice from the Board (with Executive not  participating or voting if
Executive is a director) or (v) conviction of the Executive of any felony or any
other crime relating to the performance of his duties.
           (d) In the event that the Company terminates  Executive's  employment
other than as provided in Paragraphs 5(a), (b) and (c), the Company shall pay to
Executive as severance payments (i) his Salary as provided in this Agreement for
the balance of the term of this Agreement,  which shall be paid at such times as
the Company pays its  executive  officers,  and (ii) the Bonus paid to Executive
for the  previous  year,  which  shall  be paid in  twelve  (12)  equal  monthly
           (e) In  the  event  of any  termination  of  Executive's  employment,
including termination for cause, Executive shall be entitled to all rights under
the Company's  benefit plans which had vested as of the date of  termination  of
his  employment.  In addition,  for a period of eighteen  (18) months after such
termination,  the Company shall provide  Executive or his beneficiary  (provided
that Executive shall have designated a beneficiary as provided in Paragraph 3(d)
of this Agreement) with the hospitalization,  life insurance,  medical and major
medical benefits which would have been provided to Executive if he had continued
in the employ of the Company,  except that the Company  shall not be required to
provide life coverage for any beneficiary of Executive.

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      6. Trade Secrets and  Proprietary  Information.  Executive  agrees that he
will not,  during  or after the Term of this  Agreement  or  thereafter,  use or
disclose  to  any  person,  firm,  corporation,   partnership,  business  trust,
individual or other business entity any trade secrets or proprietary information
concerning  the  Company's  or  any  of its  subsidiaries'  products,  services,
business,  proposed products and services,  marketing  strategy and research and
development activities; except that nothing in this Agreement shall be construed
to prohibit him from using or  disclosing  such  information  if it shall become
public  knowledge  other  than by or as a result of  disclosure  by a person not
having a right to make such disclosure and complying with legal process.
      7. Covenant Not to Solicit or Compete. Executive recognizes that the scope
of the  Company's  business  is  international  and is not limited to any single
state or region.  Executive  covenants  and agrees that from the date hereof and
for a period of one (l) year after termination of this Agreement, he will not:
           (a) engage in any business in the United  States  whether as officer,
director, consultant, partner, guarantor, principal, agent, employee, advisor or
in any manner, which directly competes with the business of the Company as it is
engaged in at the time of the termination of this Agreement,  unless at the time
of such termination or thereafter during the non-competition  period the Company
ceases to be engaged in such activity,  provided,  however,  that nothing in the
Paragraph 7(a) shall be construed to prohibit  Executive from owning an interest
of not more  than  five  percent  (5%) of any  public  company  engaged  in such
activities; or
           (b) solicit  any present  customer  (i.e.,  any  customer to whom the
Company  sold  products or  services  during the twelve (12) for the sale of any
product or service then being sold or service then being  offered by the Company
months prior to such  termination) or any customer to whom the Company submitted
bids or proposals, or with whom the Company conducted negotiations,  during such
twelve (12) month period.
      8. Inventions and  Discoveries.  Executive  agrees promptly to disclose in
writing to the Company any  invention or discovery  made by him during the Term,
whether or after working hours,  in the any business in which the Company or any
of its subsidiaries in then engaged or which otherwise  relates to any matter or
product or service  dealt in by the Company or any  subsidiary or relates in any
manner to the Company's or any subsidiary's businesses,  and such inventions and
discoveries  shall be the Company's sole property.  Upon the Company's  request,
Executive  shall  execute  and  assign  to  the  Company  all  applications  for
copyrights and patent letters of the United States and such foreign countries as
the  Company  may  designate,  and  Executive  shall  execute and deliver to the
Company such other  instruments  as the Company  deems  necessary to vest in the
Company the sole ownership of all exclusive rights in and to such inventions and
discoveries, as well as the copyrights and/or patents. If services in connection
with  applications  for copyrights  and/or patents are performed by Executive at
the Company's request after the termination of his employment, the Company shall
pay him reasonable  compensation for such services rendered after termination of
this Agreement.

                                II - 13


      9. Injunctive  Relief.  Executive  agrees that his violation or threatened
violation of any of the  provisions of  Paragraphs 6, 7 and 8 of this  Agreement
shall cause immediate and irreparable  harm to the Company.  In the event of any
breach or threatened breach of said provisions,  Executive consents to the entry
of preliminary  and permanent  injunctions by a court of competent  jurisdiction
prohibiting  such party from any  violation  or  threatened  violation  of these
provision  and  compelling  Executive  to comply  with  these  provisions.  This
Paragraph 9 shall not affect or limit,  and injunctive  relief  provided in this
Paragraph 9 shall be in addition to, any other remedies available to the Company
at law or in  equity.  In the event or any breach or  threatened  breach of said
provisions,  Executive  consents  to the  entry  of  preliminary  and  permanent
injunctions by a court of competent jurisdiction prohibiting such party from any
violation or threatened  violation of these provisions and compelling  Executive
to comply with these provisions. This Paragraph 9 shall not affect or limit, and
the injunctive  relief provided in this Paragraph 9 shall be in addition to, any
other  remedies  available  to the Company at law or in equity.  In the event an
injunction is issued against any such conduct by Executive,  the period referred
to in  Paragraph  7 of this  Agreement  shall  continue  until  the later of the
expiration  of the  period  set forth  therein  or one (1) month from the date a
final judgment  enforcing such provisions is entered and the time for appeal has
      10.  Indemnification.  The Company shall provide Executive with payment
 of legal fees and indemnification to the maximum extent permitted
by the Company's certificate of incorporation and the
Delaware General Corporation Law.
      11.  Miscellaneous
           (a) Executive represents,  warrants, covenants and agrees that he has
a right to enter into this Agreement, that he is not a party to any agreement or
understanding,  oral  or  written,  which  would  prohibit  performance  of  his
obligations under this Agreement, and that he will not use in the performance of
his obligations  hereunder any proprietary  information of any other party which
he is legally prohibited from using.
           (b) Executive will cooperate with the Company in connection  with the
Company's application to obtain key-man life insurance on his life, on which the
Company will be the beneficiary. Such cooperation shall include the execution of
any  applications or other  documents  requiring his signature and submission of
insurance applications and submission to a physical.
           (c) Any notice under the provisions of this Agreement  shall be given
in writing and by hand,  overnight courier or messenger service,  against signed
receipt or  acknowledgment  of receipt,  registered  or certified  mail,  return
receipt requested, or telecopier or similar means of communication if receipt is
acknowledged  or if  transmission  is  confirmed  by  mail as  provided  in this
Paragraph  7(d), to the parties at their  respective  addresses set forth at the
beginning of this Agreement or by telecopier to the Company at (212) 233-5023 or
to Executive  at (516)  968-2123,  with notice to the Company  being sent to the
attention  of the  individual  who  executed  this  Agreement  on  behalf of the
Company.  Either  party  may,  by like  notice,  change the  person,  address or
telecopier number to which notice should be sent.
           (d) If any term,  covenant  or  condition  of this  Agreement  or the
application  thereof  to any party or  circumstance  shall,  to any  extent,  be
invalid or unenforceable, the remainder of this Agreement, or the application of
such term, covenant or condition to parties or circumstances other than those as
to which it is held invalid or unenforceable,  shall not be affected thereby and
each  term,  covenant  or  condition  of this  Agreement  shall be valid  and be
enforced  to  the  fullest  extent  permitted  by  law,  and  any  court  having
jurisdiction  may reduce the scope of any provision of this Agreement so that it
complies with applicable law.

           (e) The Agreement constitutes the entire agreement of the Company and
Executive as to the subject  matter  hereof,  superseding  all prior  written or
prior  or  contemporaneous  oral  understanding  or  agreements,  including  any
previous  employment  agreements,  or understandings with respect to the subject
matter covered in this Agreement.  This Agreement may not be modified or amended
nor may any right be waived,  except by a writing which expressly refers to this
Agreement, states that it is intended to be a

                                II - 14


modification, amendment or waiver and is signed by both parties in the case of a
modification  or  amendment or by the party  granting  the waiver.  No course of
conduct or dealing in the case of a  modification  or  amendment or by the party
granting the waiver.  No course of conduct or dealing between the parties and no
custom or trade usage shall be relied upon to vary the terms of this  Agreement.
The  failure  of a party to insist  upon  strict  adherence  to any term of this
Agreement on any occasion shall not be considered a waiver or deprive that party
of the right  thereafter  to insist  upon strict  adherence  to that term or any
other term of this Agreement.
           (f) Neither  party  hereto shall have the right to assign or transfer
any of its or his rights hereunder.
           (g) This Agreement  shall be binding upon and inure to the benefit of
the  parties  hereto  and  their  respective   heirs,   successors,   executors,
administrators and assigns.
           (h) The headings in this  Agreement are for  convenience of reference
only and shall not affect in any way the construction or  interpretation of this
           (i) This  Agreement  shall be governed by and construed in accordance
with the laws of the State of New York  applicable  to contracts  made and to be
performed  wholly within such State,  except that the provisions of Paragraph 10
shall be governed by the Delaware  Corporation  Law. Each of the parties  hereby
(i)  irrevocably  consents  and  agrees  that any legal or  equitable  action or
proceeding  under  or  in  connection  with  this  Agreement  shall  be  brought
exclusively  in any Federal or state  court in the County of New York,  State of
New York, (ii) by execution and delivery of this Agreement,  irrevocably submits
to and  accepts,  with  respect to its  properties  and  assets,  generally  and
unconditionally,  the  jurisdiction of the aforesaid court and (iii) agrees that
any  action  against  such party may be  commenced  by service of process by any
method  set  forth  in  Paragraph  1 l(c)  of  this  Agreement,  other  than  by
telecopier, to such party as provided in said Paragraph 11 (c).

      IN WITNESS  WHEREOF,  the parties have executed  this  Agreement as of the
date first above written.


By:/s/ Lewis S. Schiller           By:/s/ James L. Conway
Name: Lewis S. Schiller (Company)  Name: James L. Conway (Executive)
Tittle: Chief Executive Officer    Title: President
Chairman of the Board

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