Exhibit 10.4.4


 


THIRD
AMENDMENT TO


EMPLOYMENT
AGREEMENT


 


THIS THIRD
AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of this
9th day of January, 2006 by and between A.D.A.M., Inc., a Georgia
corporation (the “Company”) and Kevin S. Noland, an individual resident of the
State of Georgia (“Employee”).


 


RECITALS:


 


                WHEREAS, the Company and Employee entered into that
certain Employment Agreement, dated as of February 21, 2002, as amended by a
First Amendment to Employment Agreement dated March 14, 2005 and a Second
Amendment to Employment Agreement dated October 3, 2005 (the “Original
Employment Agreement”); and


 


                WHEREAS, the parties wish to make certain amendments
to certain provisions of the Original Employment Agreement and to memorialize
such amendments hereby;


 


                NOW, THEREFORE, in consideration of the foregoing
Recitals and the mutual agreements and covenants contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which
hereby are acknowledged, the parties hereto hereby agree as follows:


 


1.             The second Recital of the Original
Employment Agreement is hereby deleted in its entirety and replaced with the
following language:


 


“WHEREAS, the
Company desires to employ the Employee as its President and Chief Executive
Officer (“CEO”), and Employee desires to accept such employment with the
Company, all in accordance with the terms and conditions hereinafter set forth;”


 


2.             Section 1 of the Original
Employment Agreement is hereby deleted in its entirety and replaced with the
following language:


 


“1.           Employment
and Duties.


 


(a)           Subject to the terms and conditions
set forth in this Agreement, the Company hereby agrees to employ the Employee,
and the Employee hereby agrees to serve the Company, as the CEO of the Company.
In performing his duties hereunder, the Employee shall report to and be
directly responsible to the Board of Directors of the Company.


 


(b)           During the term of this Agreement,
the Employee shall, for the benefit of the Company, use his skills, knowledge,
and specialized training to perform the duties and exercise the powers,
functions, and discretion incident to his position as CEO of the Company or
which from time to time, consistent with such position, may be assigned to or
vested in him by the Board of Directors, in an efficient and competent manner
and on such terms and subject to such restrictions as the Board of Directors
may from time to time impose.


 

















 


(c)           During the term of this Agreement,
the Employee shall perform his duties hereunder at the Company’s then current
headquarters or as otherwise directed by the Board of Directors from time to
time.


 


(d)           During the term of this Agreement,
the Employee agrees to devote his full business time, energy, and skill to the
business of the Company, and to the fulfillment of the Employee’s obligations
under this Agreement. In addition to the foregoing and not in limitation
thereof, during the term hereof, the Employee shall not carry on, engage in, or
otherwise be interested in, directly or indirectly, any other business or
activity that would result in a conflict of interest with the Company’s
business or that would materially adversely affect the Employee’s ability to
perform his duties as set forth in this Agreement.”


 


3.             The words “CEO or” are hereby
deleted from Sections 3(a) and 6(g) of the Original Employment Agreement.


 


4.             This Amendment may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


5.             Except as set forth above, the
Original Employment Agreement shall continue as set forth immediately prior to
the effectuation of the amendments set forth herein, and by its execution
hereof, each of the parties hereto hereby confirms its agreement to the terms of
the Original Employment Agreement as amended hereby.


 

















 


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


 


	
   

  	
   

  	
  THE
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A.D.A.M.,
  INC.

  
	
   

  	
   

  	
  By: /s/ Francis J. Tedesco

  
	
   

  	
   

  	
  Francis J. Tedesco

  
	
   

  	
   

  	
  Chairman, Compensation Committee of the Board of
  Directors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
  /s/ Kevin S. Noland

  
	
   

  	
   

  	
  Kevin S. Noland