Amendment to Employment Agreement w/Judson Schmid



 





Exhibit 10.2




AMENDMENT NO. 1

TO EMPLOYMENT AGREEMENT




     This Amendment No. 1 (“Amendment”) to that certain Employment Agreement by
and between ProxyMed, Inc., a Florida corporation (the “Company”), and Judson
E. Schmid (the “Executive”) dated January 23, 2001 (the “Agreement”), is
entered into as of June 2, 2004 (the “Amendment Date”). In consideration of
the mutual covenants and agreements hereinafter set forth, the parties agree as
follows:



     WHEREAS, the Company and the Executive have agreed to amend that certain
Employment Agreement;



     NOW, THEREFORE, the parties agree as follows:



     1. Position. Commencing on the Amendment Date, the Executive’s position
shall be Executive Vice President and Chief Accounting Officer, reporting to
the Company’s Chief Financial Officer.



     2. Salary. Effective May 1, 2004, the Executive’s salary shall be
increased to $162,500.00. Upon compliance with the relocation provisions in
Section 3 below, the Executive’s annual salary shall be $175,000.00 payable in
accordance with the Company’s then-current payroll practices.



     3. Relocation and Reimbursement of Expenses. Executive hereby agrees to
relocate to the Atlanta, Georgia area by no later than December 31, 2004.
Executive shall be entitled to reimbursement of up to $65,000 in relocation
costs in accordance with approved Company guidelines. Reimbursement of
disposition costs may be applied to Executive homes being built in Heron Bay
(Parkland, FL) in lieu of his Coral Springs, FL home. Through August 31, 2004,
Executive shall be entitled to receive expense reimbursement for all travel,
lodging (hotel or apartment rent), car rental, and meals in accordance with the
Company’s reimbursement policy. Thereafter, such expenses shall be considered
part of the $65,000 relocation allowance noted above.



     4. Stock Options. As of the Amendment Date, Employee will receive a stock
option agreement for a ten (10) year term to purchase up to 5,000 shares of the
Company’s common stock at its fair market value defined as the price at which
common stock is reported to have traded on the NASDAQ System at the close of
business on the Amendment Date. The options will vest over a three (3) year
period as follows: 1,667 on the first anniversary of the Amendment Date; 1,667
on the second anniversary of the Amendment Date, and 1,666 on the day before
the third anniversary of the Amendment Date. If Executive does not meet the
conditions of relocation set forth in Section 2 above, these options will be
cancelled.



     5. Except as otherwise modified herein, all terms and conditions of the
Executive’s Employment Agreement shall remain in full force and effect. To the
extent that a conflict shall exist as between the terms or conditions of the
Employment Agreement and this Amendment, those of this Amendment shall prevail.



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     6. This Amendment may be executed in one or more counterparts, all of
which shall be considered one and the same agreement and shall become effective
when one or more counterparts have been signed by each of the parties and
delivered to the other parties.



     7. This Amendment constitutes the entire agreement, and supersede all
prior agreements and understandings, both written and oral, among the parties
with respect to the transactions contemplated hereby, and (b) is not intended
to confer upon any person other than the parties hereto any rights or remedies.



     IN WITNESS WHEREOF, each of the parties has executed this Amendment, in
the case of the Company by its duly authorized officer, as of the day and year
first above written.



	 	 	 
	PROXYMED, INC.

	 	EXECUTIVE:
	 
	 	 
	By: /s/ David E. Oles

	 	By: /s/ Judson E. Schmid
	
 

	 	
 
	Signature

	 	Signature
	 
	 	 
	Print Name: Davie E. Oles

	 	Print Name: Judson E. Schmid
	
 

	 	
 
	Title: Vice President
	 	 
	
 
	 	 








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