Prepared by R.R. Donnelley Financial -- AGREEMENT BETWEEN GLOBAL AND THOMAS S. JOHNSON



 Exhibit 10.5 
  
 SENIOR EXECUTIVE AGREEMENT 
  
 THIS AGREEMENT is made effective as of April 1, 2002,
between GLOBAL IMAGING SYSTEMS, INC., a Delaware corporation (the “Company”), and THOMAS S. JOHNSON (“Executive”). 
  
 RECITALS 
  
 A.  The Company and Executive desire to
enter into an agreement pursuant to which Executive will be employed as the President and Chief Executive Officer of the Company on the terms and conditions set forth in this Agreement. 
  
 B.  Certain definitions are set forth in Section 4 of this Agreement. 
  
 AGREEMENT 
  
 The parties hereto agree as follows:

  
 1.  Employment.    The Company hereby engages Executive
to serve as the President and Chief Executive Officer of the Company, and Executive agrees to serve the Company, during the Service Term (as defined in Section 1(d) hereof) in the capacities, and subject to the terms and conditions, set forth
in this Agreement. 
  
 (a)  Services.    During the Service Term, Executive, as President and Chief Executive Officer of the Company, shall have all the duties and responsibilities
customarily rendered by Presidents and Chief Executive Officers of companies of similar size and nature and as may be reasonably assigned from time to time by the Board. Executive will devote his best efforts and substantially all of his business
time and attention (except for vacation periods and periods of illness or other incapacity) to the business of the Company and its Affiliates. Notwithstanding the foregoing, and provided that such activities do not interfere with the fulfillment of
Executive’s obligations hereunder, Executive may (A) serve as an officer, director or trustee of any charitable or non-profit entity; (B) own a passive investment in any private Company and own up to 5% of the outstanding voting securities of
any public company; or (C) serve as a director of up to three other companies so long as such companies do not directly compete with the Company. Unless the Company and Executive agree to the contrary, Executive’s place of employment shall be
at the Company’s principal executive offices in Tampa, Florida; provided, however, that Executive will travel to such other locations of the Company and its Affiliates as may be reasonably necessary and/or as required by the Board in its
sole discretion in order to discharge his duties hereunder. 
  
 (b)  Salary,
Bonus and Benefits. 
  
 (i)  Salary and
Bonus.    During the Service Term, the Company will pay Executive a base salary (the “Annual Base Salary”) as the Board may designate from time to time, at the rate of not less than $445,000 per
annum; provided, however, that the Annual Base Salary shall be subject to review annually by the Board for upward increases thereon. The Executive will be eligible to receive an annual bonus in an amount of up to 90-130% of Executive’s
Annual Base Salary for such year, as determined by the Board 







 based upon the Company’s achievement of budgetary and other objectives set by the Board in good faith and consistent
with past practice in consultation with the Executive, which bonus criteria calculation shall be reasonable in light of the Company’s past year’s performance and shall be communicated to Executive by the Board prior to the start of the
Company’s fiscal year. The bonus criteria calculation for the fiscal year ending March 31, 2003 has been delivered to Executive. For the fiscal year ending March 31, 2004 and thereafter, the Board shall also reevaluate such bonus criteria
calculation in light of the current economic conditions in the Company’s industry. The annual bonus, if any, shall be due and payable to Executive prior to June 30 of the following fiscal year. 
  
 (ii)  Benefits.    During the Service Term, Executive
will be entitled to such other benefits approved by the Board including those made available to the Company’s other senior executives, including participation in the Company’s healthcare plan. Executive shall be reimbursed for customary
travel, civic and luncheon club dues and other expenses, subject to standard and reasonable documentation requirements. In addition, Executive will receive a stipend of $1,500 per month for lease of an automobile and other related expenses during
the Service Term. Executive shall also be eligible to receive four weeks paid vacation per annum. Any unused vacation time during each fiscal year shall be “rolled-over” to the following fiscal year to the extent permitted by the
Company’s policies for other senior executives of the Company. 
  
 (iii)  Options.    As of the effective date hereof, Executive shall receive a stock option grant for the purchase of 140,000 shares of the common stock of the Company
(the “Common Stock”) at an exercise price equal to the closing price of the Company’s common stock on the NASDAQ National Market System as of the date hereof. In addition, Executive shall receive additional grants of stock
options for the purchase of 140,000 shares of the common stock of the Company on each anniversary of the date hereof, to the extent he remains an employee of the Company as of such anniversary dates. All options shall (i) be exercisable at the fair
market value of the Company’s common stock on the date of grant; (ii) vest annually over a five-year period (subject to accelerated vesting upon certain events of termination as provided for in Section 1(c)(ii) hereof, a change of
control or permanent disability to the extent permitted by the Company’s stock option plan); and (iii) expire not later than the tenth anniversary of the date of grant. The terms and conditions of the stock options shall otherwise be those set
forth under the Company’s stock option plan and shall be consistent with the terms contained in stock option agreements provided to other key executives of the Company. 
  
 (iv)  Restricted Stock Grant.    The Company shall provide Executive with a restricted
stock grant (the “Restricted Stock Grant”) of 45,000 shares of the Company’s Common Stock pursuant to a restricted stock agreement in the form of Appendix A hereto. The Restricted Stock Grant will vest over five years
from April 1, 2002 with 20% vesting on the third anniversary of the date hereof, an additional 30% vesting on the fourth anniversary of the date hereof and the balance (50%) vesting on the fifth anniversary of the date hereof. 

 
 (v)  Board Membership.    So long as Executive
remains employed by the Company, the Company shall use its best efforts to nominate the Executive to be a member of the Company’s Board of Directors. 
 

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 (c)  Termination. 
  

 (i)  Events of Termination.    Executive’s employment with the Company
shall cease upon: 
  
 (A)  Executive’s death. 
  
 (B)  Executive’s voluntary retirement. 
  
 (C)  Executive’s permanent disability, which means his incapacity due to physical or mental illness such that he is unable to perform the
essential functions of his previously assigned duties for a period of six months in any twelve month period and such permanent incapacity has been determined to exist by either (x) the Company’s disability insurance carrier or (y) by the Board
in good faith based on competent medical advice in the event that the Company does not maintain disability insurance on the Executive. 
  
 (D)  Termination by the Company by the delivery to Executive of a written notice from the Board that Executive has been terminated (“Notice of Termination”) with or without
Cause. “Cause” shall mean: 
  
 (1)  Executive’s (aa) conviction of a
felony or Executive’s commission of any other material act or omission involving dishonesty or fraud with respect to the Company or any of its Affiliates or any of their customers, vendors or suppliers or involving harassment or discrimination
with respect to the employees of the Company or its Subsidiaries or (bb) misappropriation of material funds or assets of the Company for personal use; 
  
 (2)  Executive’s continued substantial and repeated neglect of his duties, after written notice thereof from the Board, and such neglect has
not been cured within 30 days after Executive receives notice thereof from the Board; 
  
 (3)  Executive’s gross negligence or willful misconduct in the performance of his duties hereunder that results, or is reasonably expected to result, in material damage to the Company; or 
  
 (4)  Executive’s engaging in conduct constituting a breach of Sections 2 or 3 hereof that is
not cured in full within 15 days after notice of default thereof from the Company. 
  
 In order for the termination
to be effective: Executive must be notified in writing (which writing shall specify the cause in reasonable detail) of any termination of his employment for Cause. Executive will then have the right, within ten days of receipt of such notice, to
file a written request for review by the Company. In such case, Executive will be given the opportunity to be heard, personally or by counsel, by the Board and a majority of the Directors must thereafter confirm that such termination is for Cause.
If the Directors do not provide such confirmation, the 
 

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 termination shall be treated as other than for Cause. Notwithstanding anything to the contrary contained in this
paragraph, Executive shall have the right after termination has occurred to appeal any determination by the Board that such termination was for “Cause” to arbitration in accordance with the provisions of Section 3(g) hereof.

  
 The delivery by the Company of notice to Executive that it does not intend to renew this
Agreement as provided in Section 1(d) shall constitute a termination by the Company without Cause unless such notice fulfills the requirements of Section 1(c)(i)(D)(1), (2), (3) or (4) above. 

 
 (E)  Executive’s voluntary resignation by the delivery to the Company and the Board of at least
45 days written notice from Executive that Executive has resigned with or without Good Reason. “Good Reason” shall mean Executive’s resignation from employment with the Company within 45 days after the occurrence of any one of
the following: 
  
 (1)  the failure of the Company to pay an amount owing to Executive
hereunder after Executive has provided the Company and the Board with written notice of such failure and such payment has not thereafter been made within 15 days of the delivery of such written notice; 
  
 (2)  any material reduction or diminution in the Executive’s title, duties or responsibilities without his
consent (other than any duties diminished as a result of the hiring of a new Chief Operating Officer who may also assume the title of President) after Executive has provided the Company with written notice within 30 days thereafter of such reduction
and such reduction has not thereafter been rescinded within 15 days of the delivery of such written notice; 
  
 (3)  the Executive’s resignation within one year after the Effective Date of a Change of Control (as defined in Section 6 hereof); or 
  
 (4)  the requested relocation of Executive from the Tampa, Florida metropolitan area without his consent. 
  
 The delivery by the Executive of notice to the Company that he does not intend to renew this Agreement as provided in
Section 1(d) shall constitute a resignation by the Executive without Good Reason unless such notice fulfills the requirements of Section 1(c)(i)(E)(1)(2), (3) or (4) above. 
  
  (ii)  Rights on Termination. 
  
 (A)  In the event that termination is by the Company without Cause (including by operation of the last
paragraph of Section 1(c)(i)(D)), the Company will continue to pay Executive a monthly amount equal to 190% of the monthly portion of the Annual Base Salary1 for a period equal to 24-months 
 

	1
	 
	100% of Annual Base Salary plus 90% Bonus. 
 

 

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 commencing on the date of termination on regular salary payment dates. In the
event that termination is by Executive with Good Reason, the Company will continue to pay Executive a monthly amount equal to 190% of the monthly portion of the Annual Base Salary for a period equal to twenty-four months commencing on the date of
termination on regular salary payment dates. The payments to Executive pursuant to the foregoing two sentences are referred to as the “Severance Payments.” In either event, (i) the Company will continue to provide Executive with
healthcare coverage for at least 24 months following the date of termination; (ii) the Restricted Stock Grant shall become 100% fully vested; (iii) all stock options granted to Executive shall become 100% fully vested and shall remain exercisable
for a period of one year after the date of termination; and (iv) the Company will pay to Executive in a lump sum payment any accrued but unused vacation time. 
  
 (B)  If the Company terminates Executive’s employment for Cause, if Executive retires before the third anniversary of the date hereof or if
Executive resigns without Good Reason (including by operation of the last paragraph of Section 1(c)(i)(E)), the Company’s obligations to pay any compensation or benefits under this Agreement (other than accrued but unused vacation time
which shall be paid to Executive in a lump sum payment) and all vesting under the Restricted Stock Grant and all stock options held by the Executive will cease effective as of the date of termination. Executive’s right to receive any other
health or other benefits will be determined under the provisions of applicable plans, programs or other coverages. 
  
 (C)  If Executive retires after the third anniversary of the date hereof but prior to the fifth anniversary of the date hereof, the Company’s obligations to pay any compensation or benefits under this
Agreement (other than accrued but unused vacation time which shall be paid to Executive in a lump sum payment) will cease effective as of the date of termination. Notwithstanding the foregoing, all stock options held by Executive shall become 100%
vested and shall remain exercisable for a period of one year after the date of termination. Executive’s right to receive any other health or other benefits will be determined under the provisions of applicable plans, programs or other
coverages. 
  
 (D)  If Executive retires after the fifth anniversary of the date hereof,
the Company’s obligations to pay any compensation or benefits under this Agreement (other than accrued but unused vacation time which shall be paid to Executive in a lump sum payment) will cease effective as of the date of termination.
Notwithstanding the foregoing, all stock options held by Executive shall become 100% vested and shall remain exercisable for a period of one year after the date of termination and the Restricted Stock Grant will be 100% vested. Executive’s
right to receive any other health or other benefits will be determined under the provisions of applicable plans, programs or other coverages. 
  
 (E)  If Executive’s employment terminates because of Executive’s death or permanent disability, the Company will pay Executive or his estate an amount, if any, equal to the sum of
(i) his accrued but unused vacation 
 

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 time and (ii) his bonus for the current year prorated to reflect the number of days Executive has worked during the year
in which he dies or becomes permanently disabled (such amount to be paid after the end of such year when bonuses are normally paid to other senior executives of the Company). Notwithstanding the foregoing, all stock options held by Executive
shall become 100% vested and shall remain exercisable for a period of one year after the date of death or permanent disability. Executive’s or his estate’s right to receive any other health or other benefits will be determined under the
provisions of applicable plans, programs or other coverages. 
  
 Notwithstanding the foregoing, the Company’s
obligation to Executive for severance pay or other rights under either subparagraphs (A) or (B) above (the “Severance Pay”) shall cease if Executive is in violation of the provisions of Sections 2 or 3 hereof.
Until such time as Executive has received all of his Severance Payments, he will be entitled to continue to receive any health, life, accident and disability insurance benefits provided by the Company to Executive under this Agreement. If Executive
dies or is permanently disabled, then Executive or his estate shall be entitled to any disability income or life insurance payments from any insurance policies paid for by the Company or its Affiliates as specified in such policies. 

 
 (d)  Term of Employment.    Unless Executive’s
employment under this Agreement is sooner terminated as a result of Executive’s termination in accordance with the provisions of Section 1(c) above, Executive’s employment under this Agreement shall commence on April 1, 2002 and
shall terminate on the third anniversary of the date hereof (the “Service Term”); provided, however, that Executive’s employment under this Agreement, and the Service Term, shall be automatically renewed for three-year
periods commencing on the each anniversary of the date hereof and, thereafter, on each successive anniversary of such date unless either the Company or Executive notifies the other party in writing within sixty (60) days prior to any such
anniversary that it or he desires to terminate Executive’s employment under this Agreement. All references herein to “Service Term” shall include any renewals thereof after the third anniversary of the date hereof.

  
 2.  Confidential Information and Goodwill;
Inventions.    Executive acknowledges and agrees that: 
  
 (a)  As a necessary function of Executive’s employment hereunder, Executive will have access to and utilize Confidential Information which constitutes a valuable and essential asset of the Company’s
business. Executive acknowledges and agrees that the Company’s Confidential Information includes trade secrets as defined under Section 688.002(4) of the Florida Statutes, including customer lists and proprietary business models, which are
crucial to the operation of the Company’s and its Subsidiaries’ business. 
  
 (b)  The Confidential Information, observations and data obtained by him during the course of his performance under this Agreement concerning the business and affairs of the Company are the property of the Company,
including information concerning the acquisition opportunities in or reasonably related to the Business of which Executive becomes aware during the Service Term. Therefore, Executive agrees that he will not disclose to any unauthorized person or use
for his own account any of the Confidential Information without the Board’s written consent. Executive agrees to deliver to the Company at the termination of his employment, or at any other time the Company 
 

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 may request, all memoranda, notes, plans, records, reports and other documents (including copies thereof) relating to the
Company, the Business or any other Confidential Information. 
  
 (c)  All
inventions, innovations, developments, improvements, methods, designs, analyses, drawings, software, reports and all similar or related information (whether or not patented or patentable) developed by Executive during the Service Term which (i)
directly or indirectly relate to the Company or its Affiliates or the Business, or (ii) result from any work performed by Executive while employed by the Company or its Affiliates shall belong to the Company and its Affiliates. Executive shall
promptly disclose all such inventions to the Board and perform all actions reasonably requested by the Board (whether during or after the Service Term) to establish and confirm such ownership (including, without limitation, assignments, consents,
powers of attorney and other instruments). 
  
 3.  Noncompetition and Nonsolicitation.

  
 (a)  Noncompetition.    Executive acknowledges that in the course of his employment with the Company he will become familiar with the Company’s and its Affiliates’ trade
secrets and with other confidential information concerning the Company and that his services will be of special, unique and extraordinary value to the Company and its Affiliates. Executive further acknowledges that the business of the Company and
its Subsidiaries is nationwide. Therefore, Executive agrees that, during the Service Term and for a period two (2) years after the greater of (i) the term of all Severance Payments received by the Executive and (ii) the date of termination of
Executive’s employment with the Company (collectively, the “Noncompete Period”), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any
business competing with the business of the Company and its Subsidiaries or any businesses with which the Company or its Subsidiaries have firm plans to engage in at the time of the termination of the Executive’s employment with the Company;
provided, however, that nothing contained herein shall prohibit Executive from (i) owning up to five percent (5%) of the outstanding securities of a publicly-held company or (ii) engaging in the Executive’s prior consulting business so long as
such consulting business is limited to providing advice to copier/office equipment dealers in markets not serviced by the Company or its Subsidiaries at the time of Executive’s termination. The Executive acknowledges and agrees that the
provisions of this Section 3(a) are reasonably necessary to protect the legitimate business interests of the Company. 
  
 (b)  Nonsolicitation.    During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to
induce any senior management employee of the Company or any Subsidiary or, to the actual knowledge of the Executive, any other employee of the Company or any Subsidiary, to leave the employ of the Company or such Subsidiary, or in any way interfere
with the relationship between the Company or any Subsidiary and any employee thereof or (ii) induce or attempt to induce any customer, supplier, vendor, licensee or other business relation of the Company or any Subsidiary to cease doing business
with the Company or such Subsidiary, or to modify its business relationship with the Company in a manner materially adverse to the Company or any Subsidiary, or in any way materially disparage the Company or its Subsidiaries to any such customer,
supplier, vendor, licensee or business relation of the Company or any Subsidiary. 
  
 (c)  Enforcement.    The Executive understands and agrees the terms and conditions of Executive’s employment hereunder are in consideration for Executive’s covenants
contained in Section 2 and 3 of this Agreement. If, at the time of enforcement of Section 2 or 3 of this Agreement, a court holds that the restrictions stated herein are unreasonable under circumstances then 



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 existing the parties hereto agree that the maximum duration, scope or geographical area reasonable under such
circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law. Because Executive’s services
are unique and because Executive has access to confidential information, the parties hereto agree that money damages would be an inadequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this
Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce,
or prevent any violations of, the provisions hereof (without posting a bond or other security). In addition, the Company shall have the right to offset Severance Payments during any period in which Executive is in violation of this Section 3.

  
 GENERAL PROVISIONS 
  
 4.  Definitions. 
  
 “Affiliate” of any Person means any other Person which directly or indirectly controls, is controlled by or is under common control with such Person. 
  
 “Board” means the Company’s board of directors or the board of directors or similar management body of any successor of the Company.

  
 “Business” means any business of the Company or its Subsidiaries now or
hereafter engaged in, including without limitation the business of distributing, selling and servicing office equipment in the United States. 
  
 “Change of Control Period” shall mean the period commencing on the Effective Date and ending on the first anniversary of the Effective Date. 
  
 “Competitive Activity” means any business or activity of Executive or any third party that is the same as
the Business or competitive with the Business. 
  
 “Confidential Information” means
all confidential information and trade secrets of the Company and its Affiliates including, without limitation, the following: the identity, written lists, or descriptions of any customers derived by the Company and its Subsidiaries, referral
sources or Organizations; financial statements, cost reports, or other financial information; contract proposals or bidding information; business plans; training and operations methods and manuals; personnel records; fee structures; and management
systems, policies or procedures, including related forms and manuals. “Confidential Information” shall not include any information or knowledge which: (a) is in the public domain other than by Executive’s breach of this Agreement; (b)
is disclosed to Executive lawfully by a third party who is not under any obligation of confidentiality; (c) is otherwise generally known by persons engaged in the Business; or (d) was known by Executive prior to his employment with the Company.

  
 “Effective Date” shall mean the first date on which a Change of Control (as
defined in Section 6) occurs. Anything in this Agreement to the contrary notwithstanding, if a Change of Control occurs and if the Executive’s employment with the Company is terminated within twelve months prior to the date on which the
Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has 
 

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 taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or
anticipation of a Change of Control, then for all purposes of this Agreement the “Effective Date” shall mean the date immediately prior to the date of such termination of employment. 
  
 “Organization” means any organization that has contracted with the Company for the performance of
services in connection with the Business. 
  
  “Person” means an individual, a
partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

  
  “Subsidiary” means any corporation of which the Company owns securities having
a majority of the ordinary voting power in electing the board of directors directly or through one or more subsidiaries. 
  
  5.  Notices.    Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first class United States mail
(postage prepaid, return receipt requested) or sent by reputable overnight courier service (charges prepaid) or by facsimile to the recipient at the address below indicated: 
  
 If to the Executive: 
  
 Thomas S. Johnson 
 c/o Global Imaging Systems, Inc. 
 13902 North Dale Mabry Road, Suite 300 
 Tampa, Florida 33618 
 Tel No.: (888) 628-7834 
 Fax No.: (813) 264-7877 
  
 and to: 

 
 5050 Pinelake Road 
 Wesley Chapel, Florida 33543 
  
 If to the Company: 

 
 3820 Northdale Boulevard, Suite 200A 
 Tampa, Florida 33624 
 Attention: Jane Benford 
 Tel No.: (888) 628-7834 
 Fax No.: (813)
264-7877 
 

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 with a copy to: 
  
 Hogan & Hartson, LLP 
 555 Thirteenth
Street, N.W. 
 Washington, D.C. 20004 
 Attention: Christopher J. Hagan 
 Tel No.: (202) 637-5771 
 Fax No.: (202) 637-5910 
  
 or such other address or to the attention of such other person
as the recipient party shall have specified by prior written notice to the sending party. 
  
 6.  Change of Control.    For the purpose of this Agreement, a “Change of Control” shall mean: 
  
 (a)  The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)) (a “Person”), other than Golder, Thoma, Cressey, Rauner Fund IV, L.P. and its Affiliates, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
50% or more of either (i) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then-outstanding voting securities of the Company entitled to vote
generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (i) any acquisition
directly from the Company approved by the Board and Executive, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the
Company, or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this Section 6(a); or 
  
 (b)  Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at
least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or 
  
 (c)  Consummation of a reorganization, merger or consolidation or sale or other disposition of all or
substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without
limitation, a corporation which as a result of such 
 

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 transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person
(excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 50% or more
of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination, or the combined voting power of the then-outstanding voting securities of such corporation except to the extent that such
ownership existed prior to the Business Combination or (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such Business Combination; or 
  
 (d)  Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. 
  
 7.  General Provisions. 
  
 (a)  Expenses.    Each party shall bear his or its own expenses in connection with the negotiation and execution of this Agreement and the consummation of the transactions
contemplated by this Agreement. 
  
 (b)  Severability.    Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but
this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. 
  
 (c)  Complete Agreement.    This Agreement, those documents expressly referred to herein and other
documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to
the subject matter hereof in any way, including, without limitation, that certain Executive Agreement dated April 1, 1999 between Executive and the Company. 
  
 (d)  Counterparts.    This Agreement may be executed in separate counterparts, each of which is deemed to
be an original and all of which taken together constitute one and the same agreement. 
  
 (e)  Successors and Assigns.    Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Executive, the Company and their
respective successors and assigns; provided that the rights and obligations of Executive under this Agreement shall not be assignable. 
  
 (f)  Choice of Law.    This Agreement will be governed by and construed in accordance with the internal laws of the State of Florida, without giving
effect to any choice of law or 
 

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 conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Florida. 
  
 (g)  Remedies and Arbitration.    Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement to recover damages and costs (including reasonable
attorney’s fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. Except for the remedies of the Company provided in Section 3(c) hereof, the parties hereto agree to submit any
disputes arising out of or relating to this Agreement to binding arbitration in Tampa, Florida administered by the American Arbitration Association under its Commercial Arbitration Rules, before a panel of one arbitrator, and judgment on the award
rendered by the arbitrator may be entered into any court having jurisdiction thereof. The prevailing party in any arbitration shall be entitled to recover its reasonable attorneys’ fees and costs from the other party or parties. 

 
 (h)  Amendment and Waiver.    The provisions of this
Agreement may be amended and waived only with the prior written consent of the Company and Executive. 
  
 (i)  Business Days.    If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or holiday in the state in which the
Company’s chief executive office is located, the time period shall be automatically extended to the business day immediately following such Saturday, Sunday or holiday. 
  
 (j)  Termination.    This Agreement (except for the provisions of Section 1) shall survive the
termination of Executive’s employment with the Company and shall remain in full force and effect after such termination. 
  
 [THIS SPACE INTENTIONALLY LEFT BLANK] 
 

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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first written above. 
  
 
	 GLOBAL IMAGING SYSTEMS, INC. 
 
	 
	 By:
 	 	 

	  	 	 Raymond Schilling 
 Senior Vice
President
 

 
  
 
	 
	 

	 Thomas S. Johnson
 

 
 

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