Exhibit 10.1


 


SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
(this “Agreement”), is made and entered into on this 10th day of May,
2005, by and between Robert S. Cramer, an individual resident of the State of
Georgia (the “Executive”), and A.D.A.M., Inc., a Georgia corporation
(the “Company”);


 


RECITALS:


 


WHEREAS, Executive
is currently employed by the Company pursuant to an Amended and Restated
Employment Agreement dated October 1, 2002 (the “Existing Agreement”);
and


 


WHEREAS, the
Company and Executive desire to amend and restate the Existing Agreement on the
terms and conditions contained herein;


 


NOW, THEREFORE, in
consideration of the mutual promises and agreements contained herein and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:


 


Section 1.                                            Employment.


 


Subject to the terms hereof, Company hereby employs
Executive, and Executive hereby accepts such employment with the Company.  Executive shall serve as Chief Executive
Officer and Chairman of the Company and shall have the duties, rights and
responsibilities normally associated with such positions, together with such other
reasonable duties relating to the operation of the business of the Company as
may be assigned to him from time to time by the Board of Directors of the
Company.  Executive shall devote his full
business time, skills and best efforts to rendering services on behalf of the
Company and shall exercise such care as is customarily required by executives
undertaking similar duties for companies similar to the Company.  Notwithstanding the foregoing, Executive
shall be permitted to serve as Chairman of the Board of ThePort Network, Inc.,
so long as such service does not, in the good faith judgment of the Company’s
Board of Directors, interfere with Executive’s duties hereunder.  Executive will be required to perform the
duties provided for in this Section 1, only at the location where Executive was
employed immediately prior to the effective date of this Agreement or such
other location of the principal executive offices of the Company in the Atlanta
metropolitan area as the Board of Directors of the Company may designate.


 


Section 2.                                            Compensation;
Expenses.


 


2.1                                 Salary.  During the term of Executive’s employment
hereunder, the Company shall pay Executive an annual base salary equal to
$250,000.00 (the “Base Salary”), which Base Salary shall be reviewed
annually by the Board of Directors of the Company and may be increased at the
sole discretion of the Board of Directors. 
The Base Salary shall be paid to Executive in accordance with the
payroll procedures in effect with respect to other officers of the Company, less
all applicable withholding taxes.


 


2.2                                 Bonuses.  Executive shall be entitled to receive
non-discretionary bonuses (“Non-Discretionary Bonuses”) in the following
amounts in the event that Executive remains in the


 





















 


employ of the Company as of the following dates (each,
a “Non-Discretionary Bonus Payment Date”):


 




	
  Bonus
  Payment Date

  	
   

  	
  Amount of Bonus

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  May 29, 2005

  	
   

  	
  $

  	
  105,154.74

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  May 29, 2006

  	
   

  	
  $

  	
  105,154.74

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  May 29, 2007

  	
   

  	
  $

  	
  105,154.74

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  May 29, 2008

  	
   

  	
  $

  	
  105,154.74

  	
   

  






 


The Non-Discretionary Bonuses payable on May 29, 2005
and May 29, 2006 (the “2005 and 2006 Bonuses”) shall be paid, to the extent
earned, on each Non-Discretionary Bonus Payment Date by offsetting and reducing
amounts payable by Executive to Company under that certain Promissory Note
dated May 30, 2001 in the original principal amount of $340,984.50, and under
no circumstances will the 2005 and 2006 Bonuses be paid in any other form
(including without limitation cash). The Board of Directors of the Company may
award to Executive such other bonuses as the Board of Directors deems
appropriate (“Discretionary Bonuses”, and, together with
Non-Discretionary Bonuses, “Bonuses”)


 


2.3                                 Expenses.  Executive shall be reimbursed for all
reasonable business-related expenses incurred by Executive at the request of or
on behalf of the Company.


 


2.4                                 Executive
Stock Option Plan.  Executive will be
eligible for consideration for grants of stock options in accordance with the
terms and conditions of the Company’s then-current stock option plan.  The decision as to whether to grant options
under the plan to Executive (and, if so, how many) will be solely within the
discretion of the Board of Directors, and such grants, if any, will be subject
to any terms and conditions imposed thereon by the Board of Directors of the
Company.


 


Section 3.                                            Term;
Termination and Renewal.


 


3.1                                 Term
of Employment.  The employment of
Executive hereunder shall continue until Executive attains age 62 or until
earlier terminated in accordance with the provisions of this Section 3.


 


3.2                                 Termination.  Subject to the provisions of Section 4,
Executive’s employment hereunder may be terminated upon the occurrence of any
of the following events:


 


(a)                                  by
the Company upon the death or total disability of Executive (total disability
meaning the failure of Executive to perform his normal required services
hereunder for a period of twelve (12) consecutive months during the term hereof
by reason of Executive’s mental or physical disability) (a “Disability
Termination”); or


 


(b)                                 by
the Company for good cause, which shall exist upon the occurrence of any of the
following:  (i) Executive is convicted
(in a United States court) of, pleads guilty to, or confesses to any felony or
any act of fraud, misappropriation or embezzlement, (ii) Executive engages in a
fraudulent act to the material damage or prejudice of the Company or any
affiliate of the Company or in conduct or activities materially damaging to the
property, business or


 


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reputation of the Company or any affiliate of the
Company, as determined in good faith by the Board of Directors of the Company,
(iii) Executive is convicted (in a United States court) of, pleads guilty to,
or confesses to illegal use by Executive of controlled substances, (iv) any
material act or omission by Executive involving malfeasance or negligence in
the performance of Executive’s duties to the Company to the material detriment
of the Company, which has not been corrected by Executive within thirty (30) days
after written notice from the Company of any such act or omission, or (v)
failure by the Executive to comply with the terms of this Agreement or any
written policies or directives of the Board of Directors, which has not been
corrected by Executive within thirty (30) days after written notice from the
Company of such failure (in any such case, a “Good Cause Termination”);
or


 


(c)                                  by
the Company for any reason other than as a result of a Good Cause Termination
Event or Disability Termination Event (a “No Cause Termination”); or


 


(d)                                 by
Executive upon his voluntary termination of his employment hereunder (a “Voluntary
Termination”).


 


Section 4.                                            Result
of Termination.  Except as
specifically set forth in this Section 4, following the termination of the
employment of Executive hereunder for any reason, the Company shall thereafter
have no obligation to provide any benefits to Executive or to pay to Executive
any Base Salary, Bonus, severance payments or any other payments, other than as
may be accrued and unpaid at the time of such termination; provided, however,
that nothing herein shall be construed to limit Executive’s right to receive
any pension or profit sharing benefits accrued at the time of termination under
any programs provided by the Company.


 


4.1                                 No
Cause Termination.  If Executive’s
employment hereunder is terminated as a result of a No Cause Termination, then
the Company shall (i) pay to Executive the Termination Benefit Amount in 24
equal monthly cash installments commencing on the first day of the first month
following the date of such termination and (ii) continue to provide all
existing health and accident, hospitalization and medical expense insurance
coverage to Executive for a period of two years following the date of
termination.


 


4.2                                 Disability
Termination.


 


(a)                                  If
Executive’s employment hereunder is terminated as a result of a Disability
Termination, the Company shall pay to Executive the Termination Benefit Amount
in 24 equal monthly cash installments commencing on the first day of the first
month following the date of such termination.


 


(b)                                 In
lieu of the payment provided for in Section 4.2(a) due to the disability of
Executive, the Company may provide Executive with disability insurance
coverage, in which event the Company shall only be required to pay the
difference, if any, between the amount of payments payable to Executive
pursuant to such coverage and the aggregate amount payable pursuant to Section
4.2(a) hereof.


 


(c)                                  In
lieu of the payment provided for in Section 4.2(a) due to the death of
Executive, the Company may provide Executive with life insurance coverage, in
which event the Company shall only be required to pay the difference, if any,
between the proceeds payable pursuant to such coverage and the aggregate amount
payable pursuant to Section 4.2(a) hereof.


 


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(d)                                 In
addition to all other benefits accruing to Executive because of Disabilty
Termination, Executive shall be entitled to receive for a period of two years
following the date of termination of employment, without cost to him, all
existing health and accident, hospitalization and medical expense insurance
coverage carried with respect to Executive by the Company. Executive may
designate one or more beneficiaries to receive the payment of any sums due
hereunder upon or following his death, by a writing filed with the Company, and
may change any beneficiary or beneficiaries from time to time by subsequent
writing filed with the Company.  If, for
any reason, there is no valid designation of a beneficiary in effect at the
death of Executive, the Company shall make any payment due hereunder to the
Executive’s surviving spouse, and if there should be no surviving spouse, to or
for the benefit of the Executive’s lineal descendants living at the time such
payment falls due, per stirpes, and not per capita, and, if no surviving spouse
or lineal descendant be living at the time such payment falls due, then such
payment shall be made to the personal representative of the Executive’s estate.


 


4.3                                 Change
of Control Termination.  If Executive’s
employment hereunder is terminated as a result of a Voluntary Termination
within twelve months following a Change of Control, then 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.


 


4.4                                 Termination
Benefit Amount.  As used herein, the
term “Termination Benefit Amount” shall mean an amount equal to the
product of two multiplied by the sum of Executive’s Base Salary at the time of
the termination of Executive’s employment hereunder and the amount


 


4





















 


of any Bonus received by Executive hereunder during
the twelve month period ending on the date of Termination.


 


Section 5.                                            Additional
Employment Benefits.


 


5.1                                 Participation
in Executive Benefit Plans. 
Executive shall be entitled to participate in such medical, dental,
disability, hospitalization, life insurance and other benefit plans as the
Company shall maintain from time to time for the benefit of executive employees
of the Company, on the terms and subject to the conditions set forth in such
plans.


 


5.2                                 Vacation.  In addition to Company holidays, Executive
shall receive paid vacation time each year during the term of this Agreement in
accordance with the Company’s vacation policy.


 


Section 6.                                            Confidential
Information, Trade Secrets and Noncompetition Covenants.


 


6.1                                 Confidentiality.


 


(a)                                  The
Executive agrees that, both during his employment and for the applicable period
described in Section 6.1(c) below after termination of his employment for any
reason, the Executive will hold in a fiduciary capacity for the benefit of the
Company, and shall not directly or indirectly use or disclose, except as set
forth in Section 6.1(c) below or as authorized by the Company in connection
with the performance of the Executive’s duties, any Confidential Information
(as hereinafter defined) that the Executive may have or acquire (whether or not
developed or compiled by the Executive and whether or not the Executive has
been authorized to have access to such Confidential Information) during his
employment with the Company.


 


(b)                                 The
term “Confidential Information” as used in this Agreement shall mean and
include any information, data, and know-how relating to the business of the
Company that is disclosed to the Executive by the Company or known by the
Executive as a result of the Executive’s relationship with the Company and not
generally within the public domain (whether constituting a trade secret or
not), including, without limitation, technical information, financial
information, supply and service information, marketing information, personnel
information, customer information and information that was provided to the
Company in confidence or that Company is otherwise required to maintain in
confidence due to a legal or contractual obligation.  The term “Confidential Information”
does not include information that has become a part of the public domain by the
act of one who has the right to disclose such information without violating any
right of the Company or the customer to which such information pertains.
Confidential Information which is specific as to techniques, methods, or the
like shall not be deemed to be in the public domain merely because such
information is embraced by more general disclosures in the public domain, and
any combination of features shall not be deemed within the foregoing exception
merely because individual features are in the public domain if the combination
itself and its principles of operation are not in the public domain.


 


(c)                                  The
covenants contained in this Section 6.1 shall survive the termination of the
Executive’s employment with the Company for any reason for a period of two (2)
years; provided, however, that with respect to those items of Confidential
Information which constitute a trade secret under applicable law, the Executive’s
obligations of confidentiality and non-disclosure as set forth in this Section
6.1 shall continue to survive after said two-year period to the greatest extent
permitted by applicable law.  These
rights of the Company are in addition to


 


5





















 


those rights the Company has under the common law or
applicable statutes for the protection of trade secrets.


 


(d)                                 In
the event that the Executive becomes legally compelled (by deposition,
interrogatory, request for documents, subpoena, civil investigative demand or
similar process) to disclose any of the Confidential Information, the Executive
shall provide the Company with prompt written notice of such requirement prior
to complying therewith so that the Company may seek a protective order or other
appropriate remedy and/or waive compliance with the terms of this
Agreement.  In the event that such
protective order or other remedy is not obtained or the Company waives
compliance with the provisions hereof, the Executive agrees to furnish only
that portion of the Confidential Information that is legally required and to
exercise reasonable efforts to obtain an assurance that confidential treatment
will be accorded such Confidential Information.


 


6.2                                 Non-Solicitation
of Employees.  The Executive agrees
that he will, for so long as he is employed by the Company and for a period of
two (2) years after termination of his employment for any reason, (i) not
solicit, entice, persuade, or induce any other employee of the Company to leave
the Company’s employ, and (ii) refrain from recruiting or hiring, or attempting
to recruit or hire, directly or by assisting others, any other employee of the
Company who is employed by or doing business with the Company at the time of
the attempted recruiting or hiring.


 


6.3                                 Non-Solicitation
of Customers.  The Executive will,
for so long as he is employed by the Company and for a period of two (2) years
after termination of his employment for any reason, refrain from soliciting, or
attempting to solicit, directly or by assisting others, any business from any
of the customers, including actively sought prospective customers, with whom
the Executive had material contact within the last twenty four (24) months of
Executive’s employment hereunder, for purposes of providing products or
services that are similar to or competitive with those provided by the Company,
if the Company is also then still engaged in such business.


 


6.4                                 Non-Competition.  Executive expressly covenants and agrees that
during the term of his employment hereunder and for a period of twenty four
(24) months after termination of his employment for any reason, he will not,
directly or indirectly, seek, obtain, or accept a Competitive Position in the
Restricted Territory with a Competitor of the Company (as such terms are
hereafter defined). For purposes of this Agreement, a “Competitor” of
the Company means any business, individual, partnership, joint venture,
association, firm, corporation or other entity whose primary business is
producing, marketing, promoting, distributing and licensing anatomical, health
and medical content (including without limitation, products designed for
educational markets and consumer markets); provided, however, that the parties
hereto acknowledge and agree that ThePort Network, Inc. is not, at as of the
date hereof, a Competitor of the Company; a “Competitive Position” means
any employment with any Competitor of the Company whereby Executive has duties
for such Competitor that are the same as or substantially similar to those
actually performed by him pursuant to the terms hereof; and the “Restricted
Territory” means the United States of America.  Executive acknowledges and agrees that he has
been or will be working within the Restricted Territory as defined above or has
had or will have material contact with customers or actively sought prospective
customers of the Company located within such areas.  The parties agree to review the geographical
area included within the Restricted Territory from time to time at either party’s
request in order that the Restricted Territory may be reformed so that its
coverage upon Executive’s termination will extend only to


 


6





















 


the geographical area in which the Executive is
working at such time, including any area where any operations performed,
supervised, or assisted in by the Executive are conducted and any area where
customers or actively sought prospective customers of the Company with whom the
Executive had material contact are present. Any reformation shall be evidenced
only by a written amendment to this Agreement.


 


6.5                                 Severability.  Except as noted below, should any provision
of this Agreement be declared or determined by any court of competent
jurisdiction or arbitrator to be unenforceable or invalid for any reason, the
validity of the remaining parts, terms, or provisions of this Agreement shall
not be affected thereby and the invalid or unenforceable part, term, or
provision shall be deemed not to be a part of this Agreement.  The covenants set forth in this Agreement are
to be reformed pursuant to Section 6.6 if held to be unreasonable or
unenforceable, in whole or in part, and, as written and as reformed, shall be
deemed to be part of this Agreement.


 


6.6                                 Reformation.  If any of the covenants or promises of this
Agreement are determined by any court of law or equity or arbitrator, with
jurisdiction over this matter, to be unreasonable or unenforceable, in whole or
in part, as written, Executive hereby consents to and affirmatively requests
that said court or arbitrator, to the extent legally permissible, reform the covenant
or promise so as to be reasonable and enforceable and that said court or
arbitrator enforce the covenant or promise as so reformed.


 


Section 7.                                            Ownership
of Employment Developments.


 


7.1                                 Ownership
of Work Product.


 


(a)                                  Company
shall own all Work Product (as defined in Section 7.1(e)).  All Work Product shall be considered work
made for hire by Executive and owned by Company.


 


(b)                                 If
any of the Work Product may not, by operation of law, be considered work made
for hire by Executive for Company, or if ownership of all right, title, and
interest of the intellectual property rights therein shall not otherwise vest
exclusively in Company, Executive agrees to assign, and upon creation thereof
automatically assigns, without further consideration, the ownership of all
trade secrets, U.S. and international copyrights, patentable inventions, and
other intellectual property rights therein to Company, its successors and
assigns.


 


(c)                                  Company,
its successors and assigns, shall have the right to obtain and hold in its or
their own name copyright registrations, trademark registrations, patents and
any other protection available in the foregoing.


 


(d)                                 Executive
agrees to perform, upon the reasonable request of Company, during or after
Executive’s employment, such further acts as may be necessary or desirable to
transfer, perfect, and defend Company’s ownership of the Work Product.  When requested, Executive will:


 


(i)                                     Execute,
acknowledge, and deliver any requested affidavits and documents of assignment
and conveyance with respect to any Work Product;


 


(ii)                                  Assist
in the preparation, prosecution, procurement, maintenance and enforcement of
copyrights and, if applicable, patents with respect to the Work Product in any
countries;


 


7





















 


(iii)                               Provide
testimony in connection with any proceeding affecting the right, title, or
interest of Company in any Work Product; and


 


(iv)                              Perform
any other acts deemed necessary or desirable to carry out the purposes of this
Agreement.


 


Company shall reimburse
all reasonable out-of-pocket expenses incurred by Executive at Company’s
request in connection with the foregoing, including (unless Executive is
otherwise being compensated at the time) a reasonable per diem or hourly fee
for services rendered following termination of employment.


 


(e)                                  For
purposes hereof, “Work Product” shall mean all intellectual property rights,
including all trade secrets, U.S. and international copyrights, patentable
inventions, discoveries and improvements, and other intellectual property
rights, in any programming, documentation, technology, or other Work Product
that relates to the business and interests of Company and that Executive
conceives, develops, or delivers to Company at any time during the term of
employment by Company.  Work Product
shall also include all intellectual property rights in any programming,
documentation, technology, or other work product that is now contained in any
of the products or systems, including development and support systems, of Company
to the extent Executive conceived, developed, or delivered such Work Product to
Company prior to the date of this Agreement while engaged as an independent
contractor or an employee of Company. 
Executive hereby irrevocably relinquishes for the benefit of Company and
its assigns any moral rights in the Work Product recognized by applicable law.


 


7.2                                 Clearance
Procedure for Proprietary Rights Not Claimed by Company.  If Executive wishes to create or develop, on
Executive’s own time and with Executive’s own resources, anything that may be
considered Work Product but to which Executive believes Executive should be
entitled to the personal benefit of, Executive shall be required to follow the
clearance procedure set forth in this section in order to ensure that Company
has no claim to the proprietary rights that may arise.


 


Before Executive begins any development work on
Executive’s own time, Executive must give Company advance written notice of
Executive’s plans and supply a description of the development under
consideration.  Unless otherwise agreed
in a writing signed by Company prior to receipt, Company shall have no
obligation of confidence with respect to such description.  Company will determine, in good faith, within
thirty (30) days after Executive has fully disclosed Executive’s plans to
Company, whether the development is claimed by Company as Work Product.  If Company determines that it does not claim
such development, Executive will be notified in writing and may retain
ownership of the development to the extent of what has been disclosed to
Company.  Executive should submit for
further clearance any significant improvement, modification, or adaptation so
that it can be determined whether the improvement, modification, or adaptation
relates to the business or interests of Company.


 


Clearance under this procedure does not relieve
Executive of the need to obtain the written consent of Company before engaging
in business activities or rendering business, commercial, or professional
services for the benefit of anyone other than Company, as required in Section
1.1 hereof.  Company thus reserves the
right to exercise greater control over development work that Executive might
consider doing for profit after hours, as opposed to mere hobby work pursued in
Executive’s spare time.


 


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7.3                                 Return
of Materials.  Upon the request of
Company and, in any event, upon the termination of Executive’s employment,
Executive shall return to Company and leave at its disposal all memoranda,
notes, records, drawings, manuals, computer programs, documentation, diskettes,
computer tapes, and other documents or media pertaining to the business of
Company or Executive’s specific duties for the Company, including all copies of
such materials.  Executive must also
return to the Company and leave at its disposal all materials involving any
Trade Secrets of the Company.  This
Section 7.3 is intended to apply to all materials made or compiled by
Executive, as well as to all materials made or compiled by Executive, as well
as to all materials furnished to Executive by anyone else in connection with
Executive’s employment.


 


Section 8.                                            Miscellaneous.


 


8.1                                 Binding
Effect.  This Agreement shall inure
to the benefit of and shall be binding upon Executive and his executor,
administrator, heirs, personal representative and assigns, and the Company and
its successors and assigns; provided, however, that Executive shall not be
entitled to assign or delegate any of his rights or obligations hereunder without
the prior written consent of Company.


 


8.2                                 Specific
Performance and Consent to Injunctive Relief.  The faithful observance of all covenants in
this Agreement is an essential condition to Executive’s employment, and the
Company is depending upon absolute compliance. 
Damages would probably be very difficult to ascertain if Executive
breached any covenant in this Agreement.  
This Agreement is intended to protect the proprietary rights of Company
in many important ways.  Even the threat
of any misuse of the technology of Company would be extremely harmful, since
that technology is essential to the business of Company.  In light of these facts, Executive agrees
that any court of competent jurisdiction may immediately enjoin any breach of
this Agreement upon the request of, and proper showing by, the Company.


 


8.3                                 Construction
of Agreement.  No provision of this
Agreement or any related document shall be construed against or interpreted to
the disadvantage of any party hereto by any court or other governmental or
judicial authority by reason of such party having or being deemed to have
structured or drafted such provision.


 


8.4                                 Governing
Law.  This Agreement shall be
governed by and construed in accordance with the internal laws of the State of
Georgia (without regard to its conflicts of law rules).


 


8.5                                 Arbitration.  Any controversy arising out of, or relating
to, this Agreement or any modification or extension of this Agreement,
including any claims for damages, rescission, specific performance or other legal
or equitable relief, shall be settled by arbitration in the City of Atlanta,
State of Georgia, in accordance with the rules then obtaining of the American
Arbitration Association.  The
determination of the arbitrator when made shall be binding upon all parties
bound by the terms of this Agreement. 
Judgment upon the award rendered by the arbitrator may be entered in any
court.


 


8.6                                 Survival
of Agreements.  All covenants and
agreements made herein shall survive the execution and delivery of this
Agreement and the termination of Executive’s employment hereunder for any
reason.


 


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8.7                                 Headings.  The section and paragraph headings contained
in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.


 


8.8                                 Notices.  All notices, requests, consents and other
communications hereunder shall be in writing and shall be deemed to be given
when delivered personally or mailed first class, registered or certified mail,
postage prepaid, in either case, addressed as follows:


 


	
   

  	
  (a)

  	
  If to Executive:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2351 Montview Drive

  
	
   

  	
   

  	
  Atlanta, Georgia 30305

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If to the Company, addressed to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A.D.A.M., Inc.

  
	
   

  	
   

  	
  1600 RiverEdge Parkway

  
	
   

  	
   

  	
  Suite 100

  
	
   

  	
   

  	
  Atlanta, Georgia 30328

  



 


8.9                                 Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but both of
which together shall constitute one and the same instrument.


 


8.10                           Entire
Agreement.  This Agreement constitutes
the entire agreement of the parties with respect to the subject matter hereof
and supersedes all prior agreements, written and oral, between the parties
hereto or with respect to the subject matter hereof.  This Agreement may be modified only by a
written instrument signed by each of the parties hereto.


 


[Signature Page Follows]


 


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


 


 


	
   

  	
  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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