Deferred Compensation Agreement - InfoCure Corp. and Richard E. Perlman
DEFERRED COMPENSATION AGREEMENT
THIS AGREEMENT is made and entered into effective as of the ________
day of __________, 199___, by and between InfoCure Corporation, a Delaware
corporation (the "Company") and Richard E. Perlman ("Employee").
WHEREAS, the Company and Employee are parties to that certain
Restricted Stock Award Agreement dated June 1, 1998 (the "Restricted Stock
Agreement"), whereby Employee was awarded thirty thousand (30,000) shares of
the Company"s common stock (the "Bonus Shares"), subject to certain vesting
requirements;
WHEREAS, none of the Bonus Shares have vested as of the date hereof;
and
WHEREAS, Employee and the Company desire to modify the Restricted
Stock Agreement so that in the event the Bonus Shares vest, the benefit is
credited under a deferred compensation arrangement.
FOR AND IN CONSIDERATION of the premises and mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Bonus Shares. In the event the Bonus Shares vest,
Employee irrevocably elects to have a benefit equivalent to the thirty thousand
(30,000) Bonus Shares credited to a deferred compensation account maintained by
the Company for the benefit of Employee.
2. Unfunded Nature of Benefit. The benefit contemplated
hereby is an unfunded promise to pay a benefit equivalent to the value of
thirty thousand (30,000) (subject to adjustment as provided in Section 4.
hereof) shares of the Company's common stock as of the date of payment. Any
funds which may be segregated for payment of this obligation of the Company
shall continue for all purposes to be a part of the general funds of the
Company and no person other than the Company shall by virtue of the provisions
of this Agreement have any interest in such funds.
3. Payment. Employee shall be entitled to receive a benefit
equivalent to the thirty thousand (30,000) Bonus Shares only upon termination
of his employment with the Company. The benefit shall be paid in shares of the
Company's common stock to Employee within thirty (30) days following the date
of such termination of employment.
4. Adjustments. If the number of outstanding shares of common
stock of the Company is increased or decreased by reason of a split-up, stock
split, reverse stock split, reclassification, distribution of a common stock
dividend, or other similar capital adjustment, an appropriate adjustment shall
be made in the benefit payable pursuant hereto, such that Employee's
proportionate interest shall be maintained as before the occurrence of such
event.
5. Governing Law. This Agreement shall be construed,
administered and enforced according to the laws of the State of Georgia.
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6. Entire Agreement. This Agreement, and the Restricted Stock
Agreement to the extent not inconsistent herewith, express the entire
understanding and agreement of the parties with respect to the subject matter
hereof.
7. Amendment. This Agreement may be amended or revoked at any
time in whole or in part by the mutual written agreement of the parties hereto.
8. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the day and year first set forth above.
COMPANY:
InfoCure Corporation
By: /s/ Frederick L. Fine
-----------------------------------
Title: President
--------------------------------
EMPLOYEE:
/s/ Richard E. Perlman
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Richard E. Perlman
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