Exhibit 10.3.1


 


AMENDMENT
TO


SECOND
AMENDED AND RESTATED


EMPLOYMENT
AGREEMENT


 


THIS AMENDMENT TO
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered
into as of this 3rd day of October, 2005 by and between A.D.A.M.,
Inc., a Georgia corporation (the “Company”) and Robert S. Cramer, an individual
resident of the State of Georgia (“Executive”).


 


RECITALS


 


                WHEREAS, the Company and Executive entered into that
certain Second Amended and Restated Employment Agreement dated as of May 10, 2005
(the “Prior Employment Agreement”); and


 


                WHEREAS, the parties wish to make certain amendments
to certain provisions of the Prior 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.             Section 4.3 of the Prior Employment Agreement
is hereby deleted in its entirety and replaced with the following language:


 


“4.3         Certain Voluntary
Terminations.  If Executive’s
employment hereunder is terminated as a result of a Voluntary Termination
either (a) With Good Reason or (b) within twelve months following a Change of
Control, then, in either such case, the Company shall, not later than ten
business days following the date of such termination of employment, pay to
Executive a lump sum cash amount equal to the Termination Benefit Amount, and
the Company shall continue to provide all existing health and accident,
hospitalization and medical expense insurance coverage for a period of two
years following the date of termination.


 


As used herein, the term “Change of Control” means the occurrence of
any of the following events: (i) any person, within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
other than Executive, or any group of persons, within the meaning of Exchange
Act Rule 13d-5, acquires more than fifty percent (50%) in voting power of the
Company’s equity securities; (ii) the Board of Directors of the Company as it
is constituted on any day (the “Incumbent Board”) changes so that on the
following day (which day shall be considered the day upon which the Change in
Control occurs) individuals who constitute the Incumbent Board cease for any
reason other than their deaths to constitute at least a majority of the Board
of Directors, provided that any individual becoming a director subsequent to
the date hereof whose election or nomination for election was consented to or
approved by a majority of the Incumbent Board shall be, for purposes of this
Paragraph (ii), considered as though such person were a member of the Incumbent
Board; (iii) there is a reorganization (other than a mere change in 


 

















 


identity, form, or
place of organization of the Company, however effected), merger or
consolidation of the Company, or any other transaction, with one or more
business entities or persons as a result of which the stock of the Company is
exchanged for or converted into cash or property or securities not issued by
the Company; or (iv) there is a sale of all or substantially all of the assets
of the Company to any person or business entity.


 


As used herein, the term “With Good Reason” means the Executive’s
termination of his employment with the Company as a result of: (i) the
assignment to Executive of any duties materially and adversely inconsistent
with the Executive’s position as specified in Section 1 hereof (or such other
position to which he may be promoted), including status, offices,
responsibilities or persons to whom the Executive reports as contemplated under
Section 1 of this Agreement, or any other action by Company which results in a
material adverse change in such position, status, offices, titles, or
responsibilities; (ii) relocation of the Company’s principal executive offices
outside of the metropolitan Atlanta area as the Board of Directors of the
Company may designate, and Executive elects not to accept such reassignment by
notifying the Company in writing within 45 days of such reassignment; or (iii)
any other material breach of this Agreement by Company, including the failure
to pay Executive on a timely basis the amounts to which he is entitled under
this Agreement, after written notification from the Executive of such breach,
setting forth in detail the matters involved, and the Company’s failure to cure
the problem resulting in such breach within fifteen (15) days thereafter.”


 


2.             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.


 


3.             Except as set forth above, the
Prior 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
Prior 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/ Robert S. Cramer

  	
   

  	
   

  
	
  Robert S. Cramer