**Exhibit 10.3.1**

 

**AMENDMENTTO**

**SECONDAMENDED AND RESTATED**

**EMPLOYMENTAGREEMENT**

 

THIS AMENDMENT TOSECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is enteredinto 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 individualresident of the State of Georgia (“Executive”).

 

**RECITALS**

 

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

 

                WHEREAS, the parties wish to make certain amendmentsto certain provisions of the Prior Employment Agreement and to memorialize suchamendments hereby;

 

                NOW, THEREFORE, in consideration of the foregoingrecitals and the mutual agreements and covenants contained herein, and forother good and valuable consideration, the receipt and sufficiency of whichhereby are acknowledged, the parties hereto hereby agree as follows:

 

1.             Section 4.3 of the Prior Employment Agreementis hereby deleted in its entirety and replaced with the following language:

 

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

 

As used herein, the term “Change of Control” means the occurrence ofany of the following events: (i) any person, within the meaning of Section13(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 ExchangeAct Rule 13d-5, acquires more than fifty percent (50%) in voting power of theCompany’s equity securities; (ii) the Board of Directors of the Company as itis constituted on any day (the “Incumbent Board”) changes so that on thefollowing day (which day shall be considered the day upon which the Change inControl occurs) individuals who constitute the Incumbent Board cease for anyreason other than their deaths to constitute at least a majority of the Boardof Directors, provided that any individual becoming a director subsequent tothe date hereof whose election or nomination for election was consented to orapproved by a majority of the Incumbent Board shall be, for purposes of thisParagraph (ii), considered as though such person were a member of the IncumbentBoard; (iii) there is a reorganization (other than a mere change in 

 

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identity, form, orplace of organization of the Company, however effected), merger orconsolidation of the Company, or any other transaction, with one or morebusiness entities or persons as a result of which the stock of the Company isexchanged for or converted into cash or property or securities not issued bythe Company; or (iv) there is a sale of all or substantially all of the assetsof the Company to any person or business entity.

 

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

 

2.             This Amendment may be executed incounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.

 

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

 

**INWITNESS WHEREOF**,the parties hereto have executed this Amendment as of the date first writtenabove.

 

 
| **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                        |   |   |

 

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