Amendment No.1 to Empoyment Agreement - Brian M. Grazzini



 Exhibit 10.7 
 HEALTHPORT TECHNOLOGIES, LLC 
 First Amendment to Employment Agreement 
 Dated: December 30, 2008 
 WHEREAS,
HealthPort Technologies, LLC (together with any successors and assigns hereunder, the “Company”), and Brian M. Grazzini (“Executive”) entered into an Executive Employment Agreement, dated March 3, 2008 (the
“Agreement”): and 
 WHEREAS, the Company and Executive now wish to amend the Agreement to comply with the
requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the treasury regulations and other official guidance promulgated thereunder in accordance with the provisions of Section 16(c)
of the Agreement. 
 NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree to amend the Agreement as set forth herein. 
 FIRST: The second sentence of Section 15 of the Agreement is deleted in its entirety and replaced with the language underscored below such that, as amended, Section 15 reads as follows: 
 “Section 15. 280G Parachute Payments. In the event the Company determines in good faith that any payments or benefits (whether made or
provided pursuant to this Agreement or otherwise) provided to Executive constitute ‘parachute payments’ within the meaning of Section 280G of the Code (‘Parachute Payments’), and will be subject to an excise tax
imposed pursuant to Section 4999 of the Code, the Executive’s Parachute Payments will be reduced to an amount determined by the Company in good faith to be the maximum amount that may be provided to the Executive without resulting in any
portion of such Parachute Payments being subject to such excise tax (the amount of such reduction, ‘Cutback Benefits’), except that no such reduction shall be made to the extent that the amounts receivable by Executive net of all
such taxes (including, without limitation, any excise taxes) on such amounts before such reductions would be greater than the amounts receivable by the Executive net of all such taxes after such reduction. The Parachute Payment reduction
contemplated by the preceding sentence, if applicable, shall be implemented by determining the ‘Parachute Payment Ratio’ (as defined below) for each Parachute Payment and then reducing the Parachute Payment in order beginning with the
Parachute Payment with the highest Parachute Payment Ratio. For Parachute Payments with the same Parachute Payment Ratio, such Parachute Payments shall be reduced based on the time of payment of such Parachute Payments, with amounts having later
payment dates being reduced first. For Parachute Payments with the same Parachute Payment Ratio and the same time of payment, such Parachute Payments shall be reduced on a pro rata basis (but not below zero) prior to reducing Parachute Payments with
a lower Parachute Payment Ratio. For purposes hereof, the term ‘Parachute Payment Ratio’ shall mean a fraction the numerator of which is the value of the 

  

 1 








 
applicable Parachute Payment for purposes of Section 280G of the Code and the denominator of which is the intrinsic value of such Parachute Payment.
Notwithstanding the foregoing, the Company shall use reasonable efforts to obtain the approval of the Cutback Benefits by the Company’s shareholders in the manner contemplated by Q&A 7 of Treas. Reg. Section 1.280G, it being understood
and agreed that the Company does not guarantee that such approval will be obtained. If, and only if, the Company submits the Cutback Benefits for such approval by the Company’s shareholders and such approval is obtained, the Executive shall be
entitled to receive the Cutback Benefits without regard to the first sentence of this paragraph.” 
 SECOND: The following
provision shall be added as a new Section 17 to the Agreement: 
 “17. Section 409A. 
 (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code, as amended
(the ‘Code’), and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A,
such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code
Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A.

 (b) Notwithstanding any other payment schedule provided herein to the contrary, if the Executive is deemed on the date of termination to
be a ‘specified employee’ within the meaning of that term under Code Section 409A(a)(2)(B), then each of the following shall apply: 
 (i) With regard to any payment that is considered deferred compensation under Code Section 409A payable on account of a ‘separation from service,’ such payment shall be made on the date which is the
earlier of (A) the expiration of the six (6)-month period measured from the date of such ‘separation from service’ of the Executive, and (B) the date of the Executive’s death (the ‘Delay Period’) to the
extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay)
shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein; and 
 (ii) To the extent that any benefits to be provided during the Delay Period is considered deferred compensation under Code
Section 409A provided on account of a ‘separation from service,’ and such benefits are not otherwise exempt from Code Section 409A, the Executive shall pay the cost of such benefits during the Delay Period, and the Company shall
reimburse the Executive, to the extent that such costs 

  

 2 








 
would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to the
Executive, the Company’s share of the cost of such benefits upon expiration of the Delay Period, and any remaining benefits shall be reimbursed or provided by the Company in accordance with the procedures specified herein. 
 (c) To the extent that severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by the Executive of a
release of claims, the Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the date of the
Executive’s termination of employment. If the foregoing release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply: 
 (i) To the extent any such cash payment or continuing benefit to be provided is not ‘deferred compensation’ for purposes of Code
Section 409A, then such payment or benefit shall commence upon the first scheduled payment date immediately after the date the release is executed and no longer subject to revocation (the ‘Release Effective Date’). The first
such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon the Executive’s
termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the
Executive’s termination of employment. 
 To the extent any such cash payment or continuing benefit to be provided is
‘deferred compensation’ for purposes of Code Section 409A, then such payments or benefits shall be made or commence upon the sixtieth (60) day following the Executive’s termination of employment. The first such cash payment
shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the Executive’s termination of employment, and any payments made thereafter
shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the Executive’s termination of employment. 
 The Company may provide, in its sole discretion, that Executive may continue to participate in any benefits delayed pursuant to this section during the period of such
delay, provided that the Executive shall bear the full cost of such benefits during such delay period. Upon the date such benefits would otherwise commence pursuant to this Section, the Company may reimburse the Executive the Company’s share of
the cost of such benefits, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to the Executive, in each case had such benefits
commenced immediately upon the Executive’s termination of employment. Any remaining benefits shall be reimbursed or provided by the Company in accordance with the schedule and procedures specified herein. 
  

 3 








 (d) For purposes of Code Section 409A, the Executive’s right to receive any installment
payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., ‘payment shall
be made within thirty (30) days’), the actual date of payment within the specified period shall be within the sole discretion of the Company. 
 (e) All expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided
that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), no
such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year and the Executive’s right to reimbursement shall not be subject to
liquidation in exchange for any other benefit. 
 (f) In no event shall any payment under this Agreement that constitutes ‘deferred
compensation’ for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or otherwise. 
 (g) A
termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a
‘separation from service’ within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a ‘termination,’ ‘termination of employment’ or like terms shall mean
‘separation from service.” 
 THIRD: Except as specifically modified herein, the Agreement shall remain in full force and
effect in accordance with all of the terms and conditions thereof. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 
  

 4 








 IN WITNESS WHEREOF, the Company and Executive have executed this first amendment to the Agreement
as of the date first written above. 
  

			
	HEALTHPORT TECHNOLOGIES, LLC
		
	By:	 	/s/ Gerald L. Hansberger
	Name:	 	Gerald L. Hansberger
	Title:	 	 

  

	
	
	BRIAN M. GRAZZINI
	
	/s/ Brian M. Grazzini