exv10w2



 






Exhibit 10.2




EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT (the “Agreement”), made this 29th day of April, 2005, is entered
into by Eclipsys Corporation, a Delaware corporation with its principal place of business at 1750
Clint Moore Road, Boca Raton, Florida 33487 (the “Company”), and Eugene V. Fife, residing in
Charlottesville, Virginia (the “Employee”).



     The Company desires to employ the Employee and the Employee desires to be employed by the
Company. In consideration of the mutual covenants and promises contained in this Agreement and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged
by the parties to this Agreement, the parties agree as follows:



     1. Title; Capacity. The Employee shall serve as Chief Executive Officer and President
or in such other position as the Company or its Board of Directors (the “Board”) may determine from
time to time. The Employee shall be subject to the supervision of, and shall have such authority
as is delegated to the Employee by, the Board. The Company and the Employee anticipate that the
Employee will serve as Chief Executive Officer and President on an interim basis. The Employee
agrees to assist the Board in identifying and selecting a permanent Chief Executive Officer and
President and to facilitate the transition upon the appointment of the Employee’s successor.



     The Employee hereby accepts such employment and agrees to undertake the duties and
responsibilities inherent in such position and such other duties and responsibilities as the Board
or its designee shall from time to time reasonably assign to the Employee. The Employee agrees to
devote his primary business time, attention and energies to the business and interests of the
Company during his employment with the Company. The Employee agrees to abide by the rules,
regulations, instructions, personnel practices and policies of the Company and any changes therein
that may be adopted from time to time by the Company.



     2. Compensation and Benefits.



          2.1 Salary. The Company shall pay the Employee, in periodic installments in
accordance with the Company’s customary payroll practices, a monthly base salary of $62,500
commencing on the date hereof. Such salary may be subject to increase, but not decrease,
thereafter as determined by the Board. This Agreement shall not affect in any way the compensation
that the Employee receives from the Company as a member of the Board.



          2.2 Fringe Benefits. The Employee shall be entitled to participate in all bonus and
benefit programs that the Company establishes and makes available to its employees, if any, to the
extent that the Employee is eligible under the applicable plan documents. The Employee shall be
entitled to four (4) weeks paid vacation per year, to be taken at such times as may be approved by
the Board or its designee.



 









 





          2.3 Reimbursement of Expenses. The Company shall reimburse the Employee for all
reasonable travel, entertainment and other expenses incurred or paid by the Employee in connection
with, or related to, the performance of his duties, responsibilities or services under this
Agreement, in accordance with Company policies and procedures and subject to limitations adopted by
the Company from time to time. The Employee shall be entitled to use Netjets Inc. charter airline
services for business travel if no non-stop commercial flight is available on a timely basis to the
Employee’s destination; provided however, that the Employee shall use reasonable efforts to utilize
the Company’s existing airplane charter services, whenever reasonably practicable.



          2.4 Withholding. All salary, bonus and other compensation payable to the Employee
shall be subject to applicable withholding taxes.



     3. Termination of Employment. The employment of the Employee by the Company pursuant
to this Agreement is on an at-will basis and shall terminate at the election of either party at any
time, with or without notice and for any reason.



     4. Effect of Termination.



          4.1 Payments Upon Termination. In the event the Employee’s employment is terminated
by either party, the Company shall pay to the Employee the compensation and benefits otherwise
payable to him under Section 2 through the last day of his actual employment by the Company.



          4.2 Survival. The provisions of Section 5 and any related provisions shall survive
the termination of this Agreement and the Employee’s employment.



     5. Nonsolicitation, Proprietary Information and Developments.



          5.1 Nonsolicitation. The Employee acknowledges and agrees that during his employment
with the Company and for a period of twelve (12) months thereafter, the Employee shall not, in the
geographical areas that the Company or any of its subsidiaries does business or has done business
at the time of the Employee’s departure, directly or indirectly:



               (a) either alone or in association with others: (i) solicit, recruit, induce or attempt to
solicit, recruit or induce, or permit any organization directly or indirectly controlled by the
Employee to solicit, recruit, induce or attempt to solicit, recruit or induce, any employee of the
Company to leave the employ of the Company; or (ii) solicit, recruit, induce or attempt to solicit,
recruit or induce for employment or hire or engage as an independent contractor, or permit any
organization directly or indirectly controlled by the Employee to solicit, recruit, induce or
attempt to solicit, recruit or induce for employment or hire or engage as an independent
contractor, any person who was employed by the Company at any time during the term of the
Employee’s employment with the Company; provided, however, that this clause (ii)
shall not apply to any individual’s employment with the Company that has been terminated for a
period of six (6) months or longer; or



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               (b) either alone or in association with others, solicit, divert or take away or attempt to
solicit, divert or take away, or permit any organization directly or indirectly controlled by the
Employee to solicit, divert or take away or attempt to solicit, divert or take away, the business
or patronage of any of the clients, customers or accounts or prospective clients, customers or
accounts of the Company that were contacted, solicited or served by the Company at any time during
the term of the Employee’s employment with the Company.



          5.2 Proprietary Information.



               (a) The Employee agrees that all information, whether or not in writing, of a private, secret
or confidential nature concerning the Company’s business, business relationships or financial
affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the
Company. By way of illustration, but not limitation, Proprietary Information may include
discoveries, inventions, products, product improvements, product enhancements, processes, methods,
techniques, formulas, compositions, compounds, negotiation strategies and positions, projects,
developments, plans (including business and marketing plans), research data, clinical data,
financial data (including sales costs, profits and pricing methods), personnel data, computer
programs (including software used pursuant to a license agreement), customer and supplier lists,
and contacts at or knowledge of customers or prospective customers of the Company. The Employee
will not disclose any Proprietary Information to any person or entity or use the same for any
unauthorized purpose, or permit such disclosure or use by any third party, either during or after
his employment, unless and until such Proprietary Information has become public knowledge without
fault by the Employee.



               (b) The Employee agrees that all files, disks, documents, letters, memoranda, reports,
records, data, sketches, drawings, models, laboratory notebooks, program listings, computer
equipment or devices, computer programs or other written, photographic, or other tangible material
containing Proprietary Information, whether created by the Employee or others, which came into his
custody or possession, is the exclusive property of the Company. Except to the extent necessary to
the continued performance of the Employee’s duties as a member of the Company’s Board, all such
materials or copies thereof and all tangible property of the Company in the custody or possession
of the Employee shall be returned to the Company on or before the termination of his employment
with the Company.



               (c) The Employee agrees that his obligation not to disclose or use information and materials
of the types set forth in Sections 5.2(a) and (b) above, and his obligation to return materials and
tangible property set forth in Section 5.2(b) above, also extends to such types of information,
materials and tangible property of customers of the Company or suppliers to the Company or other
third parties who may have disclosed or entrusted the same to the Company or to the Employee.



          5.3 Developments. If, during the Employee’s employment with the Company, the Employee
discovers, invents, improves or creates, either on his own or jointly with others, any process,
design, invention, discovery, article, computer program, documentation or work of authorship (a
“Development”) that arose out his employment with the Company, such Development shall be the
exclusive property of the Company. The Employee agrees to promptly disclose to the Company in
writing the existence of any such Development. Without additional



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compensation, the Employee also agrees to execute any documents that the Company deems
appropriate for protecting such Development and the Company’s intellectual property rights therein.
The Employee further agrees to assign and transfer to the Company his entire right, title and
interest in and to such Developments, including any moral rights that the Employee may claim in any
Developments, to perfect assignment and otherwise fully evidence the Company’s ownership of such
Developments. The Company shall pay its expenses of securing any intellectual property
registration. The Employee agrees to cooperate with the Company with respect to any proceeding
involving any of the Developments, regardless of his relationship with the Company at the time of
such proceeding.




          5.4 Interpretation. If the Employee violates the provisions of Section 5.1 of this
Agreement, the Employee shall continue to be bound by the restrictions set forth in such section
until a period of twelve (12) months has expired without any violation of such provisions. If any
restriction set forth in this Section 5 is found by any court of competent jurisdiction to be
unenforceable because it extends for too long a period of time or over too great a range of
activities or in too broad a geographic area, it shall be interpreted to extend only over the
maximum period of time, range of activities or geographic area as to which it may be enforceable.



     6. Other Agreements. The Employee hereby represents that he is not bound by the terms
of any agreement with any previous employer or other party to refrain from using or disclosing any
trade secret or confidential or proprietary information in the course of his employment with the
Company or to refrain from competing, directly or indirectly, with the business of such previous
employer or any other party. The Employee further represents that his performance of all of the
terms of this Agreement and as an employee of the Company does not and will not breach any
agreement to keep in confidence proprietary information, knowledge or data acquired by him in
confidence or in trust prior to his employment with the Company.



     7. Miscellaneous.



          7.1 Notices. Any notice delivered under this Agreement shall be deemed duly delivered
four (4) business days after it is sent by registered or certified mail, return receipt requested,
postage prepaid, or one (1) business day after it is sent for next-business day delivery via a
reputable nationwide overnight courier service, to the Company at the address set forth in the
introductory paragraph hereto or to the Employee at the address then reflected in the Company’s
payroll records. Either party may change the address to which notices are to be delivered by
giving notice of such change to the other party in the manner set forth in this Section 7.1.



          7.2 Pronouns. Whenever the context may require, any pronouns used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and the singular forms of
nouns and pronouns shall include the plural and vice versa.



          7.3 Entire Agreement. This Agreement constitutes the entire agreement between the
parties and supersedes all prior agreements and understandings, whether written or oral, relating
to the subject matter of this Agreement.



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          7.4 Amendment. This Agreement may be amended or modified only by a written instrument
executed by both the Company and the Employee. The Company and the Employee agree that if the Employee remains the Company’s Chief Executive Officer and President after December 31, 2005, that they will each enter
into negotiations in good faith with respect to a new arrangement for the Employee’s employment, provided that nothing in this Section 7.4 shall modify the at-will nature of the Employee’s employment with the Company, as set forth in Section 3 above.



          7.5 Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida (without reference to the conflicts of laws provisions
thereof). Any action, suit or other legal proceeding arising under or relating to any provision of
this Agreement shall be commenced only in a court of the State of Florida (or, if appropriate, a
federal court located within the State of Florida), and the Company and the Employee each consents
to the jurisdiction of such a court. The Company and the Employee each hereby irrevocably waive
any right to a trial by jury in any action, suit or other legal proceeding arising under or
relating to any provision of this Agreement.



          7.6 Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of both parties and their respective successors and assigns, including any corporation with
which, or into which, the Company may be merged or which may succeed to the Company’s assets or
business; provided, however, that the obligations of the Employee are personal and
shall not be assigned by him.



          7.7 Waivers. No delay or omission by the Company in exercising any right under this
Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the
Company on any one occasion shall be effective only in that instance and shall not be construed as
a bar to or waiver of any right on any other occasion.



          7.8 Captions. The captions of the sections of this Agreement are for convenience of
reference only and in no way define, limit or affect the scope or substance of any section of this
Agreement.



          7.9 Severability. In case any provision of this Agreement shall be invalid, illegal
or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions
shall in no way be affected or impaired thereby.



     THE EMPLOYEE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT, HAS HAD AN OPPORTUNITY TO
FULLY DISCUSS AND REVIEW THE TERMS OF THIS AGREEMENT WITH AN ATTORNEY AND UNDERSTANDS AND AGREES TO
ALL OF THE PROVISIONS IN THIS AGREEMENT.



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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year set
forth above.



	 	 	 	 	 
	 	 	ECLIPSYS CORPORATION
	 
	 	 	 	 
	

	 	By:
	 	/s/ Robert J. Colletti
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Name:
	 	Robert J. Colletti
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Title:
	 	Senior Vice President and
	

	 	 	 	 
	

	 	 	 	Chief Financial Officer
	

	 	 	 	 
	 
	 	 	 	 
	 	 	EMPLOYEE
	 
	 	 	 	 
	 	 	/s/ Eugene V. Fife
	 	 	 
	 	 	EUGENE V. FIFE







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