Unassociated Document


    EMPLOYMENT
      AGREEMENT

    


    


    AGREEMENT
      dated as
      of the 15th
      day of
      April, 2006 by and between Netsmart Technologies, Inc., a Delaware corporation
      with its principal office at 3500 Sunrise Highway, Suite D-122, Great River,
      New
      York 11739 (the “Company”), and Gerald Koop, residing at 13 Squires Avenue, East
      Quoque, NY 11942 (the “Executive”) superceding all other agreements or
      understandings heretofore in effect.

    


    


    WITNESSETH:

    


    


    WHEREAS,
      the
      Company formerly employed the Executive as the chief executive officer of its
      subsidiary, Creative Socio-Medics Corp. (“CSM”) and as an officer of the
      Company; and

    


    WHEREAS,
      notwithstanding Executive’s retirement from those positions effective December
      31, 2005, the Company desires to continue to obtain the benefits of Executive’s
      knowledge, skill and ability and to continue to employ Executive on the terms
      and conditions hereinafter set forth; and

    


    WHEREAS,
      the
      Executive desires to provide his services to the Company and to accept
      employment by the Company on the terms and conditions hereinafter set
      forth;

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual promises set forth in this 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. During the Employment Term, as hereinafter defined, the Executive
      shall report to the Company’s chief executive officer. The Executive shall work
      in developing and managing strategic sales opportunities. The Executive shall
      also perform such other duties and responsibilities as may be determined by
      the
      Company’s board of directors (the “Board”) or the Company’s chief executive
      officer, as long as such duties and responsibilities are consistent with those
      of a senior executive officer. 

    


    (b)  The
      Executive shall serve as a director of the Company or any of its subsidiaries,
      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 consistent with those of a senior executive officer. During
      the
      Employment Term, the Executive shall receive no additional compensation for
      services rendered pursuant to this Paragraph 1(b). 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)  Unless
      terminated earlier as provided for in Paragraph 1(d) or Paragraph 6 of this
      Agreement, this Agreement shall have a term commencing as of the date of this
      Agreement and expiring on the first anniversary date thereof. Notwithstanding
      the foregoing, the parties may mutually agree to extend the initial term for
      successive one-year periods, which agreement by the Company shall not be
      unreasonably withheld in the event that Executive achieves strategic sales
      in
      accordance with the Company’s 2006 strategic sales commission Plan, attached as
      Exhibit A hereto (“Strategic Sales Plan”).

    


    (d)  Notwithstanding
      the provisions of Paragraph 1(c) of this Agreement, as long as this Agreement
      shall not have been terminated pursuant to Paragraph 6(a), (b) or (c) of this
      Agreement, the Executive, on ninety (90) days written notice to the Board,
      shall
      have the right to terminate the Employment Term, in which event (i) the
      Employment Term shall end on the date set forth in such notice with the same
      effect as if such date were the last day of the Employment Term set forth in
      Paragraph 1(c) of this Agreement, and (ii) such termination of the Employment
      Term by the Executive shall be deemed to be Retirement by the Executive as
      such
      term is defined in the Company’s Executive Retirement Plan (the terms and
      conditions of which are incorporated by reference herein). 

    


    


    2.  Executive’s
      Performance of Duties.

    


    The
      Executive hereby accepts the employment contemplated by this Agreement. During
      the Employment Term, the Executive shall devote one-half of his business time
      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.

    


    


    3.  Compensation
      and Other Benefits.

    


    (a)  
      For his
      services to the Company during the Employment Term, the Company shall pay the
      Executive an annual salary (“Salary”) at the rate of $112,000. All Salary
      payments shall be payable in such installments as the Company regularly pays
      its
      executive officers, but not less frequently than semi-monthly. 

    


    (b)  The
      Executive will participate in the yearly Strategic Sales Plan. Such commissions
      will be paid quarterly strategic.

    


    (c)  If
      the
      Compensation Committee of the Board (“the Committee”) establishes a bonus plan
      or bonus pool for the Company’s key management employees, which bonus plan or
      bonus pool may be based on a percentage of the Company’s net income or such
      other formula as the Committee may determine, or which bonus plan or bonus
      pool
      may be based on the Committee’s judgmental assessment of the Company’s strategic
      progress and performance (including, but not limited to, the successful
      completion or implementation of certain acquisitions, divestitures, partnerships
      or other business combinations), the Executive shall participate in such bonus
      plan or pool commensurate with his position in the Company. In the event a
      bonus
      pool is established, the parties intend that the Executive shall receive a
      bonus
      in an amount equal to 50% of the average bonus paid to the Company’s senior
      management team, excluding bonuses paid to the Company’s Chief Executive Officer
      and Chief Financial Officer. The size of the bonus pool and the extent of
      Executive’s participation in the bonus pool will be determined by the
      Compensation Committee, whose determination shall be final, binding and
      conclusive on the Company and the Executive. If, for any year, no bonus plan
      or
      bonus pool is established, the Executive shall be eligible for a discretionary
      bonus as determined by the Compensation Committee and the Board. Any bonus
      payments made to the Executive shall hereinafter be referred to as
“Bonus.”

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d)
      The
      Executive shall receive the following benefits during the Employment Term and
      for a period of six calendar years following Retirement (including the year
      in
      which Retirement occurs):

    (i)  Major
      medical health insurance for the Executive and members of his immediate
      family.

    


    (ii)  Accident
      and life insurance to the extent such benefits are currently provided to the
      Company’s executive officers, and long-term disability insurance which is
      currently in effect for the Executive, provided that the aggregate premiums
      paid
      directly by the Company and/or reimbursed by the Company to the Executive for
      such insurance coverage shall not exceed $7,500 per annum, and provided further
      that during Retirement such insurance coverage shall only be provided to
      Executive to the extent permitted by the Company’s insurers. Should the
      aggregate premium for such insurance coverage be less than $7,500 per annum
      during the term of this Agreement, the Executive may, in his sole discretion,
      obtain additional insurance coverage such that the aggregate premium of such
      additional insurance and the insurance then in force shall not exceed $7,500
      per
      annum, and the premium for such additional insurance shall be timely reimbursed
      to the Executive by the Company.

    


    (iii)  Long-term
      medical care insurance to the extent that the Company is able, by using
      reasonable efforts, to obtain such coverage for an annual premium which does
      not
      exceed $3,000. To the extent that the annual premium for such coverage exceeds
      $3,000, if the Executive desires such coverage, he shall be responsible for
      the
      additional premiums.

    


    (e) The
      Executive shall receive the following benefits during the Employment
      Term:

    


    (i) An
      automobile allowance of $1,200 per month payable monthly.

    


    (ii) Vacation
      of five (5) weeks per annum. 

     

    (f) Subsequent
      to the Employment Term for the balance of the Executive’s life, the Company will
      obtain major medical health insurance for the Executive and his spouse which
      is
      comparable with the major medical and other health insurance provided from
      time
      to time by the Company to its employees; provided that to the extent that such
      insurance costs the Company more than $600 per month, any excess premium shall
      be paid by the Executive. In the event that the Executive is covered by major
      medical insurance by another company subsequent to the termination of the
      Employment Term, the Company shall not be required to provide such benefits
      to
      the Executive.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (g) Any
      payments (“disability insurance payments”) received by the Executive pursuant to
      a disability policy obtained through the Company (whether paid for by the
      Company or the Executive) shall be applied on a dollar-for-dollar basis to
      reduce the Salary or disability payments payable by the Company pursuant to
      this
      Agreement during the period when such disability insurance payments are being
      made.

    


    


    


    4.   Reimbursement
      of Expenses. 

    


    The
      Company shall reimburse the Executive, upon presentation of proper expense
      statements, for all authorized, ordinary and necessary out-of-pocket expenses
      reasonably incurred by the Executive during the Employment Term in connection
      with the performance of his services pursuant to this Agreement hereunder in
      accordance with the Company’s expense reimbursement policy.

    


     

    5. INTENTIONALLY
      OMITTED

    


    


    6. Termination
      of Employment.

    


    (a)  This
      Agreement and Executive’s employment hereunder shall terminate immediately upon
      the death of the Executive.

    


    (b)  This
      Agreement and Executive’s employment relationship pursuant to this Agreement,
      may be terminated by the Executive or the Company on not less than thirty (30)
      days’ written notice in the event of Executive’s Disability. For purposes of
      this Agreement, 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. However,
      if the Executive is covered by long-term disability insurance, the Company
      may
      not terminate this Agreement pursuant to this Paragraph 6(b) unless the
      Executive is then eligible for and receiving disability payments under his
      long-term disability insurance.

    


    (c)  
      In the
      event of a termination of the Executive’s employment as a result of his death or
      Disability, as herein defined, the Company shall continue to pay to the
      Executive or his beneficiary, his Salary at the annual rate in effect at the
      date of death or date of termination resulting from a Disability, until the
      earlier of (i) six (6) months from the date of death or such termination
      resulting from a Disability or (ii) the expiration of the Employment
      Term.

    


    (d) The
      Company may terminate this Agreement and the Executive’s employment relationship
      pursuant to this Agreement for Cause, in which event no further compensation
      shall be payable to Executive subsequent to the date of such termination. The
      term “Cause” shall mean (i)  repeated failure to perform material
      instructions from the Board, provided that such instructions are reasonable
      and
      consistent with Executive’s duties as set forth in Paragraph 1 of this
      Agreement, (ii) a breach of Paragraphs 7, 8 or 9 of this Agreement; (iii) a
      breach of trust whereby the Executive obtains personal gain or benefit at the
      expense of or to the detriment of the Company; or (iv) a conviction of the
      Executive of any felony. If the Company proposes to terminate this Agreement
      pursuant to clauses (i), (ii) or (iii) of this Paragraph 6(d), the Company
      shall
      notify the Executive in writing setting forth in reasonable detail the basis
      for
      the proposed termination, and the Executive shall have a reasonable opportunity
      to respond to the Board and to be represented before the Board by counsel.
      If
      this Agreement is terminated pursuant to clause (iv) of this Paragraph 6(d),
      and
      the conviction is subsequently reversed on appeal, the Company shall pay the
      Executive his Salary for the balance of the Employment Term. For purposes of
      clause (iv) of this Paragraph 6(d), a guilty plea or plea of nolo contendere
      or
      similar plea shall be deemed to be a conviction.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (e) In
      the
      event that the Company terminates the Executive’s employment other than as
      provided in Paragraphs 6(a), (b), (c) and (d) hereof, the Company shall pay
      to Executive as severance payments (w) his Salary then in effect as
      provided in this Agreement for the balance of the Employment Term, (x) his
      Bonus for the year immediately preceding such termination for the balance of
      the
      Employment Term, (y) his automobile allowance, and (z) amounts due in respect
      of
      earned, but unused vacation, all of which shall be paid annually in twelve
      (12)
      equal monthly installments commencing within the month following the month
      in
      which Executive’s termination occurs. The period during which such severance
      payments are payable shall be considered the “Severance Period”, and following
      any such Severance Period, the Executive’s Retirement shall commence for
      purposes of this Agreement and the Company’s Executive Retirement
      Plan.

    


    


    7.   Trade
      Secrets and Proprietary Information.
      

    


    The
      Executive recognizes and acknowledges that the Company, through the expenditure
      of considerable time and money, has developed and will continue to develop
      in
      the future, information concerning customers, clients, marketing, products,
      services, business, research and development activities and operational methods
      of the Company and its customers or clients, contracts, financial or other
      data,
      technical data or any other confidential or proprietary information possessed,
      owned or used by the Company, the disclosure of which could or does have a
      material adverse effect on the Company, its business, any business it proposes
      to engage in, its operations, financial condition or prospects and that the
      same
      are confidential and proprietary and considered “confidential information” of
      the Company for the purposes of this Agreement. In consideration of his
      employment hereunder, the Executive agrees that he will not, during or after
      the
      Term, without the consent of the Board make any disclosure of
      confidential information
      now or hereafter possessed by the Company, to any person, partnership,
      corporation or entity either during or after the term here of, except that
      nothing in this Agreement shall be construed to prohibit the Executive from
      using or disclosing such information (a) if such disclosure is necessary in
      the
      normal course of the Company’s business in accordance with Company policies or
      instructions or authorization from the Board, (b) such information shall become
      public knowledge other than by or as a result of disclosure by a person not
      having a right to make such disclosure, (c) complying with legal process;
      provided, that in the event the Executive is required to make disclosure
      pursuant to legal process, the Executive shall give the Company prompt notice
      thereof and the opportunity to object to the disclosure, or (d) subsequent
      to
      the Term, if such information shall have either (i) been developed by the
      Executive independent of any of the Company’s confidential or proprietary
      information or (ii) been disclosed to the Executive by a person not subject
      to a
      confidentiality agreement with or other obligation of confidentiality to the
      Company. For the purposes of Paragraphs 7, 8 and 9 of this Agreement,
      the term “Company” shall include the Company, its parent, its subsidiaries and
      affiliates.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8. Covenant
      Not To Solicit or Compete.

    


    (a)  During
      the period from the date of this Agreement until one (1) year after the
      Executive is no longer receiving payments from the Company hereunder or under
      the Company’s Executive Retirement Plan, the Executive will not, directly or
      indirectly:

    


    (i)  Persuade
      or attempt to persuade any person or entity which is or was a customer, client
      or supplier of the Company to cease doing business with the Company,
      or to
      reduce
      the amount of business it does with the Company (the terms “customer” and
“client” as used in this Paragraph 8 to include any potential customer or
      client to whom the Company submitted bids or proposals, or with whom the Company
      conducted negotiations, during the term of Executive’s employment hereunder or
      during the twelve (12) months preceding the termination of his
      employment);

    


    (ii)  solicit
      for himself or any other person or entity other than the Company the business
      of
      any person or entity which is a customer or client of the Company, or was a
      customer or client of the Company during the one (1) year period prior to the
      termination of his employment;

    


    (iii)  persuade
      or attempt to persuade any employee of the Company, or any individual who was
      an
      employee of the Company during the one (1) year period prior to the termination
      of his employment, to leave the Company’s employ, or to become employed by any
      person or entity other than the Company; or

    


    (iv)  engage
      in
      any business in the United States whether as an 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 period that the Executive is bound by
      the
      provisions of this Paragraph 8, the Company ceases to be engaged in such
      activity, provided, however, that nothing in this Paragraph 8 shall be
      construed to prohibit the Executive from owning an interest of not more than
      five (5%) percent of any public company engaged in such activities.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) The
      Executive acknowledges that the restrictive covenants (the “Restrictive
      Covenants”) contained in Paragraphs 7, 8 and 9 of this Agreement as a
      condition of his employment are reasonable and valid in geographical and
      temporal scope and in all other respects. If any court determines that any
      of
      the Restrictive Covenants, or any part of any of the Restrictive Covenants,
      is
      invalid or unenforceable, the remainder of the Restrictive Covenants and parts
      thereof shall not thereby be affected and shall remain in full force and effect,
      without regard to the invalid portion. If any court determines that any of
      the
      Restrictive Covenants, or any part thereof, is invalid or unenforceable because
      of the geographic or temporal scope of such provision, such court shall have
      the
      power to reduce the geographic or temporal scope of such provision, as the
      case
      may be, and, in its reduced form, such provision shall then be
      enforceable.

    


    (c)
      The
      Company acknowledges that the payment of his severance hereunder and/or any
      other compensation or benefit due to the Executive is a necessary prerequisite
      to the Executive being bound by the Restrictive Covenants. If the Company fails
      to pay to the Executive his severance hereunder, and/or any other compensation
      or benefit due to the Executive, or any part thereof, within ten business days
      after receipt of written notice of such failure, the Executive shall be relieved
      of his obligations to comply with the Restrictive Covenants. 

    


    


    9.   Inventions
      and Discoveries.

    


    Executive
      agrees promptly to disclose in writing to the Company any invention or discovery
      made by him during the period of time that this Agreement remains in full force
      and effect, whether during or after working hours, in any business in which
      the
      Company is then engaged or which otherwise relates to any product or service
      dealt in by the Company 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 letters patent 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 rights,
      title and interest in and to such inventions and discoveries, as well as all
      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 hereunder, the Company shall pay him
      reasonable compensation for such services rendered after termination of this
      Agreement.

    


    


    10.   Injunctive
      Relief.

    


    Executive
      agrees that his violation or threatened violation of any of the provisions
      of
      Paragraphs 7, 8 or 9 of this Agreement shall cause immediate and
      irreparable harm to the Company. In the event of any breach or threatened breach
      of any of said provisions, Executive consents to the entry of preliminary and
      permanent injunctions by a court of competent jurisdiction prohibiting Executive
      from any violation or threatened violation of such provisions and compelling
      Executive to comply with such provisions. This Paragraph 10 shall not
      affect or limit, and the injunctive relief provided in this Paragraph 10
      shall be in addition to, any other remedies available to the Company at law
      or
      in equity or in arbitration for any such violation by Executive. In the event
      an
      injunction is issued against any such violation by Executive, the period
      referred to in Paragraph 8 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 lapsed. Subject to Paragraph 8(c) of this Agreement, the provisions of
      Paragraphs 7, 8, 9 and 10 of this Agreement shall survive any termination of
      this Agreement and Executive’s employment relationship with the Company pursuant
      to this Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    11.   Indemnification.
      

    


    The
      Company shall provide the Executive with payment of legal fees and
      indemnification to the maximum extent permitted by the Company’s Certificate of
      Incorporation, By-Laws, and the Delaware General Corporation Law.

    


    


    12.  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. The Company represents, warrants and agrees that it
      has
      full power and authority to execute and deliver this Agreement and perform
      its
      obligations hereunder. The Company further represents, warrants and agrees
      that
      the Agreement: (x) has been duly authorized by the Board and no other corporate
      action is required of the Company to enter into this Agreement and perform
      its
      obligations hereunder; (y) does not require the consent of any third party;
      and
      (z) does not violate any law, regulation, rule or material agreement, mortgage,
      bond, pledge, note or other instrument to which it or its properties are bound.
      

     

    (b)  Any
      notice, consent or communication required under the provisions of this Agreement
      shall be given in writing and sent or delivered by hand, overnight courier
      or
      messenger service, against a signed receipt or acknowledgment of receipt, or
      by
      registered or certified mail, return receipt requested, or facsimile or similar
      means of communication if receipt is acknowledged or if transmission is
      confirmed by mail as provided in this Paragraph 12(b), to the parties at
      their respective addresses set forth at the beginning of this Agreement or
      by
      facsimile to the Company at (631) 968-2123 or to Executive at 13 Squires
      Avenue, East Quogue, NY 11942, 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
      facsimile number to which notice is to be sent. If no facsimile number is
      provided for the Executive, notice to him shall not be sent by
      facsimile.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)  This
      Agreement shall in all respects be construed and interpreted in accordance
      with,
      and the rights of the parties shall be governed by, the laws of the State of
      New
      York applicable to contracts executed and to be performed wholly within such
      State, without regard to principles of conflicts of laws except that the
      provisions of Paragraph 11 shall be governed by the Delaware General
      Corporation law.

    


    (d)  Except
      for actions, suits, or proceedings taken pursuant to or under Paragraph 8,
      9, 10
      or 11 of this Agreement, any dispute concerning this Agreement or the rights
      of
      the parties hereunder shall be submitted to binding arbitration in New York
      City
      before a single arbitrator under the rules of the American Arbitration
      Association. The award of the arbitrator shall be final, binding and conclusive
      on all parties, and judgment on such award may be entered in any court having
      jurisdiction. The arbitrator shall have the power, in his discretion, to award
      counsel fees and costs to the prevailing party. The arbitrator shall have no
      power to modify or amend any specific provision of this Agreement except as
      expressly provided in Paragraph 12(f) of this Agreement.

    


    (e)  Notwithstanding
      the provisions of Paragraph 12(d) of this Agreement, with respect to any
      claim for injunctive relief or other equitable remedy pursuant to
      Paragraph 10 of this Agreement or any claim to enforce an arbitration award
      or to compel arbitration, the parties hereby (i) consent to the exclusive
      jurisdiction of the United States District Court for the Southern or Eastern
      District of New York and Supreme Court of the State of New York in the County
      of
      New York or Suffolk, (ii) agree that any process in any action commenced in
      such court under this Agreement may be served upon them personally, either
      (x)
      by certified or registered mail, return receipt requested, or by Federal Express
      or other courier service which obtains evidence of delivery, with the same
      full
      force and effect as if personally served upon them in New York City or Suffolk
      County, as the case may be, or (y) by any other method of service permitted
      by
      law, and (iii) waives any claim that the jurisdiction of any such court is
      not a convenient forum for any such action and any defense of lack of in
      personam jurisdiction with respect thereof.

    


    (f)  If
      any
      term, covenant or condition of this Agreement or the application thereof to
      any
      party or circumstance shall, to any extent, be determined to 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 or arbitrator having
      jurisdiction may reduce the scope of any provision of this Agreement, including
      the geographic and temporal restrictions set forth in Paragraph 8 of this
      Agreement, so that it complies with applicable law.

    


    (g)  This
      Agreement constitute the entire agreement of the Company and the Executive
      as to
      the subject matter hereof, superseding all prior or contemporaneous written
      or
      oral understandings or agreements, including any and all previous employment
      agreements or understandings, all of which are hereby terminated, 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
      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 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.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (h)  Neither
      party hereto shall have the right to assign or transfer any of its or his rights
      hereunder except in connection with a merger of consolidation of the Company
      or
      a sale by the Company of all or substantially all of its business and
      assets.

    


    (i)  This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective heirs, successors, executors, administrators and permitted
      assigns.

    


    (j)  The
      headings in this Agreement are for convenience of reference only and shall
      not
      affect in any way the construction or interpretation of this
      Agreement.

    


    (k)  No
      delay
      or omission to exercise any right, power or remedy accruing to either party
      hereto shall impair any such right, power or remedy or shall be construed to
      be
      a waiver of or an acquiescence to any breach hereof. No waiver of any breach
      hereof shall be deemed to be a waiver of any other breach hereof theretofore
      or
      thereafter occurring. Any waiver of any provision hereof shall be effective
      only
      to the extent specifically set forth in an applicable writing. All remedies
      afforded to either party under this Agreement, by law or otherwise, shall be
      cumulative and not alternative and shall not preclude assertion by such party
      of
      any other rights or the seeking of any other rights or remedies against any
      other party.

    


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

     

    
      
        	 	 	 
	 	NETSMART
                TECHNOLOGIES, INC. 
	 
 	 
 	 
 
	 	By:  	/s/ John
                S.T.
                Gallagher
	 	
                
Chairman,
                Compensation Committee
	 	 


      

      
      

      
        	 	 	 
	 
 	 
 	 
 
	 	By:  	/s/ James
                L. Conway
	 	
                
James
                L. Conway, Chief Executive Officer
	 	 

 

      
        	 	 	 
	 	THE
                EXECUTIVE
	 
 	 
 	 
 
	 	
                    

              	/s/ Gerald
                Koop 
	 	
                
Gerald
                Koop