EMPLOYMENT AGREEMENT/GERARD M. HAYDEN, JR.



 





Exhibit 10.48




EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered on, May 31, 2007 by and between
ProxyMed, Inc., a Florida corporation, d/b/a MedAvant Healthcare Solutions (the “Company”), and
Gerard M. Hayden, Jr. (“Executive”).



     WHEREAS, upon the terms and subject to the conditions of this Agreement, the Company desires
to employ the Executive, and Executive is willing to accept such employment.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth hereinafter
and other good and valuable considerations, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Executive intending to be legally bound agree as follows:


1. Term. The initial term of the Agreement shall commence on May 29, 2007 (the “Effective
Date”), and shall continue for three (3) years and shall be automatically renewed from year to year
thereafter (hereafter, the initial term and any renewals thereof shall constitute the “Term”),
unless either party provides the other party with notice of its intent not to renew this Agreement
not less than ninety (90) days nor more than 120 days prior to the expiration of the then-current
term or unless this Agreement is earlier terminated in accordance with its terms.



2. Position; Duties; Loyalty.




     a) Position. Executive will be employed by Company and shall render service to
Company as its Chief Financial Officer reporting to the Chief Executive Officer or his designee,
pursuant to the terms, provisions and conditions hereinafter set forth.



     b) Location. The location as to where the Executive’s duties are to be performed will
be determined at the reasonable discretion of the Company.



     c) Duties. Executive shall be employed by Company on a full-time, exclusive basis.
Executive will be required to travel on business, as is customary and usual for Executive’s
position. Executive shall perform such duties and have such authority and responsibilities
customarily accompanying his/her position and as reasonably directed by the Chief Executive Officer
of the Company consistent with the Executive’s position. Executive shall perform the duties and
have the authority and responsibilities customarily accompanying those of a Chief Financial Officer
of a public company, including without limitations, those prescribed by the Company’s By-laws or as
may be assigned to the Executive from time to time by the Company’s Board of Directors.



     d) Loyalty. Executive shall devote the full working time required for Executive’s
position and shall give Executive’s best efforts to the business of the Company and to the
performance of the duties and obligations described in this Agreement. Except as described on
Schedule 1 or, as may otherwise be authorized in writing by the Chief Executive Officer of the
Company, Executive shall not, directly or indirectly, alone, or as a partner, officer, director or
shareholder of any other institution, be engaged in any other commercial activities whatsoever, or
continue or assume any other corporate affiliations except for (i) an Affiliate; (ii) passive
investments; and (iii) minimal time utilized for business activities that do not compete with the
business of the Company or its subsidiaries. As used herein, the term “Affiliate” shall refer to
any entity that is owned or controlled by, under common ownership or control with, or which owns or
controls the Company or any of its subsidiaries, now or in the future.



 









 




3. Compensation and Expenses.




     a) Salary. In consideration for the services rendered by the Executive under this
Agreement, Company shall pay the Executive a monthly base salary of $ 14,166.66 per month (“Base
Salary”) in accordance with the Company’s customary payroll practices. Executive performance
reviews (with or without a wage increase) will be conducted at least annually or as otherwise
agreed to by the parties in writing. The Company shall adjust Executive’s Base Salary for any wage
increases approved in writing by the Board of Directors or its Compensation Committee in its sole
discretion. As used herein, the term “Base Compensation” shall refer collectively to (i)
Executive’s Base Salary, adjusted for any wage increases, (ii) the Options (as defined in Section
3(b)), (iii) future options granted pursuant to any Stock Option Plans (as defined in Section
3(b)), (iv) any Bonuses, (v) any bonuses to which Executive may be entitled pursuant to any Bonus
Plan, (vi) Vacation; and (vii) Benefits.



     b) Bonus. The Executive shall be entitled to and may earn such bonuses (“Bonuses”) as
may be awarded from time to time by the Board of Directors of the Company, sitting as a whole or in
committee, in its sole discretion, including pursuant to any bonus plan (“Bonus Plan”) implemented
by the Company, and to participate in any stock option plans (“Stock Option Plans”) or other Bonus
Plans which the Company may now have or in the future develop and for which the Executive qualifies
for eligibility under the terms of such plan.



     c) Expenses. Company shall promptly pay or reimburse the Executive for all reasonable
business expenses actually incurred or paid by the Executive in the performance of Executive’s
services hereunder in accordance with the policies and procedures of the Company, provided that
Executive properly accounts therefore.



     d) Tax Withholding. The Company shall have the right to deduct or withhold from all
compensation due Executive hereunder any and all sums required, including without limitation for
Federal income, social security and Medicare taxes and all state and local taxes now applicable or
that may be enacted and become applicable in the future.


4. Benefits.




     a) Vacation. The Executive shall be entitled to a yearly vacation of four (4) weeks
during the first year of this Agreement, and thereafter such additional time as may be provided by
the Company in writing in its then-current policies or otherwise, at full pay to be accrued and
taken in accordance with the Company’s policies in effect from time to time (“Vacation”). Vacation
shall accrue ratably during each calendar year in accordance with Company policies. Vacation not
taken in one calendar year may be carried over to the following calendar year subject to any
limitations set forth in the Company policies in effect from time to time. Executive shall not be
entitled to receive any additional compensation from the Company for Executive’s failure to take
all of Executive’s granted vacation time. In the event Executive’s employment is terminated
pursuant to Section 5(b) below, any vacation time used but not earned at the time of termination
shall be deducted from any monies owed to Executive.



     b) Participation in Benefit Plans. Executive shall be eligible for and entitled to
receive all other benefits and perquisites (“Benefits”) offered or extended to other senior
executives of the Company.


5. Termination.




     a) Involuntary Termination for Death or Disability. This Agreement shall terminate
immediately upon Executive’s death. The Company may terminate Executive’s employment with the
Company for Disability. For purposes of this Agreement, “Disability” is defined to mean the
inability of



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Executive due to illness or physical or mental infirmity (as determined by a physician selected by
Executive and acceptable to the Company) to perform Executive’s duties hereunder on a full-time
basis for six (6) consecutive months with reasonable accommodation by the Company. Upon
termination due to death or Disability, Executive or Executive’s beneficiary or estate or legal
representative shall be entitled to receive the amounts payable under Section 5(c).




     b) Termination by Company For Cause. The Company may terminate Executive’s employment
with the Company at any time “For Cause” effective immediately, unless stated otherwise in writing,
upon giving written notice thereof to Executive, which notice shall state with reasonable
specificity the facts supporting the termination “For Cause.” “For Cause” shall include the
following:



          (i) Conviction of, or pleading guilty to, a felony or any crime involving moral turpitude,
fraud, dishonesty or theft or engaging in any act which is a violation of any law or regulation
protecting the rights of employees or;




          (ii) Failure by Executive to satisfactorily perform the duties stated herein or to
substantially perform such duties in accordance with any tasks, goals, and objectives as assigned
from time to time by the Company in writing, if Executive has not corrected or remedied, or has not
commenced to correct or remedy, such unsatisfactorily or non-substantial performance of such
specified duties within thirty (30) days (or such other time as may be provided in writing by the
Company) of Executive’s actual receipt of such written notice; or




          (iii) Executive’s gross negligence or willful misconduct relating to the Company that is
materially injurious to the Company; or




          (iv) Executive’s excessive use of alcohol or illegal drugs that (A) interferes with the
performance of Executive’s duties hereunder; and (B) continues even after written warning regarding
such excessive use is actually received by Executive; or




          (v) Executive’s abandonment of his position or termination of this Agreement for “No Good
Reason;” or




          (vi) Any material breach by Executive of this Agreement or of any of the Company’s applicable
written policies then in effect, including without limitations, the Company’s Code of Ethics for
Officers and Directors with written notice thereof by the Company, provided such notice is actually
received by Executive and an appropriate period to cure such material breach, if such breach is
curable, is given and has expired.




     Upon the Company’s termination of this Agreement and Executive’s employment For Cause, the
Executive shall be entitled to, and the Company shall pay the Executive the following “For Cause
Separation Pay”: the Executive’s Base Salary and benefits through the effective date of termination
at the Executive’s then current rate (including any applicable pro rated bonus and accrued vacation
pay). Except as provided for herein or in any other written agreement, the Company shall have no
other liabilities or obligations to Executive upon payment in full of the For Cause Separation Pay.



     c) Termination by Company Without Cause. The Company may terminate “Without Cause”
Executive’s employment with the Company or this Agreement at any time for any or no reason upon
thirty (30) Days written notice. Such termination by Company shall be deemed to be “without cause”
by the Company. In the event of termination by the Company pursuant to this Section, Executive shall
execute a full and complete release of any and all claims against the Company in a form
satisfactory to



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the Company, in which event, for a period of six (6) months commencing from the effective date of
termination, the Executive shall be entitled to and shall receive, and the Company shall pay the
following “Without Cause Separation Pay”: (i) An amount equal to Executive’s Base Salary as of the
date of termination; plus (ii) a pro rata portion of any accrued vacation not already taken and of
any bonus that would have been paid to Executive under any bonus plan which is adopted by the
Company’s Compensation Committee or Board of Directors in such year if the Company and Executive
had met the targeted goals to the date of termination; plus (iii) the continuation for three (3)
months from the effective date of termination of all of Executive’s benefits including, without
limitation, all insurance plans, on the same terms and conditions as had been provided to Executive
prior to the termination, all of the foregoing which shall be payable in accordance with the
Company’s customary payroll practices then in effect, plus (iv) any unvested options shall be
vested as of the date of termination.




     d) Termination by Executive For Good Reason. Executive may terminate this Agreement
for “Good Reason” by giving the Company thirty (30) days prior written notice (the “Notice Period”)
to that effect, specifically stating Executive’s Good Reason for terminating in sufficient detail
to allow the Company to respond effectively to the notice, with the termination becoming effective
on the 31st day after such notice is actually received by the Company (the “Termination
Date”), unless the Company at its option cures any alleged breach, if curable, on or before the
Termination Date, or if the breach is not capable of being cured within the Notice Period, Company
made good faith efforts to cure any alleged breach prior to the Termination Date. The stated Good
Reason must be one or more of any of the reasons defined as a “Good Reason” herein. As used in
this Agreement, a “Good Reason” means termination by Executive only for any one or more of the
following reasons:



          (i) Any reduction of Executive’s then-current Base Salary without Executive’s prior written
consent; or




          (ii) Any material breach of this Agreement by the Company, not cured or in the process of
being cured by the Company as provided herein after the Company receives not less than 30 days
prior written notice by the Executive.




          An Executive’s termination for any of the foregoing Good Reasons shall be treated the same as
a termination “Without Cause” by the Company for purposes of calculating separation pay, entitling
the Executive to the Without Cause Separation Pay set forth in Section 5(c).




     e) Termination by Executive for No Good Reason. Executive may terminate this
Agreement for any reason (other than a Good Reason) or no reason at any time with not less than
thirty (30) days prior written notice to the Company (such termination shall be called a
termination for “No Good Reason”). After the Company receives notice of a termination for No Good
Reason, the Company may by written notice to the Executive cause the effective date of any such
termination to be accelerated without causing such termination to be considered a termination by
the Company Without Cause. Executive’s termination for No Good Reason shall be treated the same as
a termination “For Cause” by the Company for purposes of calculating separation pay, entitling the
Executive to the For Cause Separation Pay set forth in Section 5(b). For avoidance of doubt, a
termination by Executive for any reason that is also a Good Reason shall be treated as a
termination by Executive for Good Reason as set forth in Section 5(d).



     f) Return of Company Property. Upon any termination of this Agreement, Executive
shall immediately return to the Company all property of the Company in Executive’s possession,
including Confidential Information (as defined below). Executive acknowledges that the Company may
withhold any compensation and benefits owed to Executive hereunder until all such property is returned in
good condition, normal wear and tear excepted.



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     g) Change in Control. If, within ninety (90) days prior to a Change of Control, as
defined in Executive’s Stock Option Agreement, the Agreement terminates for any reason (other than
pursuant to Section 5(b) or (e) above), then, (i) any unvested options shall vest as of the date of
the Change of Control and shall remain vested and exercisable as specified in Executive’s Stock
Option Agreement, and (ii) Executive shall receive, and the Company shall pay the Executive, the
“Without Cause Separation Pay” set forth in Section 5(c) above.


6. Covenants of Executive.




     a) Executive agrees that during the Term of this Agreement and for one (1) year following its
expiration or termination for any or no reason, including without limitation, “For Cause”, “Without
Cause”, “For Good Reason”, or “No Good Reason”, Executive will not, directly or indirectly, without
the prior written consent of the Company, induce or solicit any person employed or hereafter
employed by the Company to leave the employ of the Company, or solicit, recruit, hire or attempt to
solicit, recruit or hire any person employed by the Company.



     b) Executive agrees that for a period of two (2) years after the expiration or termination of
this Agreement for any or no reason, including without limitation, “For Cause”, “Without Cause”,
“For Good Reason”, or “No Good Reason”, Executive will not, directly or indirectly, without the
prior written consent of the Company, solicit or attempt to solicit, divert or take away, or
attempt to divert or take away, Customers or their laboratory business from the Company and/or the
Company’s then-current Affiliates. As used in the preceding sentence, the term “Customer” shall
include, however known to Executive as of the date of such termination or expiration, (i) any
current end-user of the Company’s or its then-current Affiliates’ products or services, or any
potential end-user thereof with whom the Company or its then-current Affiliates have had contact
with within the preceding six (6) months; (ii) any current suppliers of the Company’s or its
then-current Affiliates; and/or (iii) vendor of the Company or its then-current Affiliates or
reseller of the Company or its then-current Affiliates; and/or (iv) their Affiliates, successors or
assigns.



     c) Executive agrees and acknowledges that Executive will disclose promptly to the Company
every discovery, improvement and invention made, conceived or developed by Executive during the
entire period of employment (whether or not during working hours) which discoveries, improvements
or inventions are capable of use in any way in connection with the business of the Company. To the
fullest extent permitted by law, all such discoveries, inventions and improvements will be deemed
works made-for-hire. Executive grants and agrees to convey to Company or its nominee the entire
right, title and interest, domestic and foreign, which Executive may have in such discoveries,
improvements or inventions, or a lesser interest therein, at the option of Company. Executive
further agrees to promptly, upon request, sign all applications for patents, copyrights,
assignments and other appropriate documents, and to perform all acts and to do all things necessary
and appropriate to carry out the intent of this section, whether or not Executive is still an
employee of the Company at the time of such requests.



     d) Executive agrees and acknowledges that the Confidential Information of the Company is
valuable, special and unique to its business, that such business depends on such Confidential
Information, and that the Company wishes to protect such Confidential Information by keeping it
confidential for the exclusive use and benefit of the Company. Based on the foregoing, Executive
agrees to undertake the following obligations with respect to such Confidential Information:



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          (i) Executive agrees to keep any and all Confidential Information in trust for the use and
benefit of the Company;




          (ii) Executive agrees that, except as required by Executive’s duties or authorized in writing
by the Company, Executive will not at any time during and for a period of three (3) years after the
termination of Executive’s employment with the Company, disclose, directly or indirectly, any
Confidential Information of the Company to any third party; except as may be required by applicable
law or court order, in which case Executive shall promptly notify Company so as to allow it to seek
a protective order if it so elects;




          (iii) Executive agrees to take all reasonable steps necessary, or reasonably requested by the
Company, to ensure that all Confidential Information of the Company is kept confidential for the
use and benefit of the Company and its subsidiaries; and




          (iv) Executive agrees that, upon termination of Executive’s employment by the Company or at
any other time the Company may in writing so request, Executive will promptly deliver to the
Company all materials constituting Confidential Information (including all copies and derivatives
thereof) that are in the possession of or under the control of Executive. Executive further agrees
that, if requested by the Company to return any Confidential Information pursuant to this
Subsection (iv), Executive will not make or retain any copy or extract from such materials.




          For the purposes of this Section 6(d), “Confidential Information” means any and all
information, including derivative works, developed by or for the Company or entrusted to the
Company in confidence by its customers, of which Executive gained knowledge by reason of
Executive’s employment by the Company, which is not generally known in any industry in which the
Company is or may become engaged, but does not apply to information which is generally known to the
public or the trade, unless such knowledge results from an unauthorized disclosure by Executive.
Confidential Information includes, but is not limited to, any and all information developed by or
for the Company concerning plans, marketing and sales methods, materials, processes, business
forms, procedures, devices used by the Company, its suppliers and customers with which the Company
had dealt with prior to Executive’s termination of employment with the Company, plans for
development of new products, services and expansion into new areas or markets, internal operations,
and any trade secrets, proprietary information of any type owned by the Company, together with all
written, graphic and other materials relating to all or any part of the same. The Company will
receive all materials, including, software programs, source code, object code, specifications,
documents, abstracts and summaries developed in connection with Executive’s employment. Executive
acknowledges that the programs and documentation developed in connection with Executive’s
employment with the Company shall be the exclusive property of the Company, and that the Company
shall retain all right, title and interest in such materials, including without limitation patent
and copyright interests. Nothing herein shall be construed as a license from the Company to
Executive to make, use, sell or copy any inventions, ideas, trade secrets, trademarks,
copyrightable works or other intellectual property of the Company during the Term of this Agreement
or subsequent to its termination.




     e) Executive acknowledges that there is no general geographical restriction contained in this
Section 6 because the Company’s and/or Affiliates’ Customers are not confined to one geographical
area or operate on a national level. Notwithstanding the foregoing, if a court of competent
jurisdiction were to determine that any of the foregoing covenants would be held to be unreasonable
in time or distance or scope, the time or distance or scope may be reduced by appropriate order of
the court to that deemed reasonable.



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     f) Executive confirms that Executive is not bound by the terms of any agreement with any
previous Company or other party which restricts in any way Executive’s use or disclosure of
information or Executive’s engagement in any business, except as Executive may disclose in a
separate schedule attached to this Agreement prior to Company’s and Executive’s execution of this
Agreement. Further, Executive represents that Executive has delivered to the Company prior to
executing this Agreement true and complete copies of any agreements disclosed on such attached
schedule. Executive represents to the Company that Executive’s execution of this Agreement,
employment with the Company and the performance of Executive’s proposed duties for the Company
will not violate any obligations Executive may have to any such previous Company or other party.
In any work for the Company, Executive will not disclose or make use of any information in
violation of any agreements with or rights of any such previous Company or other party, and will
not bring to the premises of the Company any copies or other tangible embodiments of non-public
information belonging to or obtained from any such previous employment or other party. In the
event of breach of this subsection (f) Executive hereby agrees to defend, indemnify and hold
harmless the Company, its officers, directors, employees, agents (the “Indemnified Parties”) from
any and all damages, suits, claims, liabilities, actions (individually and collectively, the
“Indemnity Event”) arising or resulting from such breach. In the event of any Indemnity Event, the
Indemnified Parties shall provide Executive with timely written notice of same, and thereafter
Executive shall at its own expense defend, protect and hold harmless the applicable Indemnified
Parties against said Indemnity Event. If the Executive should fail to so defend and/or indemnify
and save harmless the Indemnified Parties, then in such instance the Indemnified Parties shall have
full rights to defend, pay or settle said Indemnity Event on their behalf without notice to
Executive and with full rights to recourse against Executive for all fees, costs, expenses and
payments made or agreed to be paid to discharge said Indemnity Event.



     g) Assistance in Litigation. Executive shall upon reasonable notice, furnish such
information and proper assistance to the Company as it may reasonably require in connection with
any litigation in which the Company is, or may become, a party either during or after Executive’s
employment with the Company.



     h) Injunctive Relief.



          i) Executive acknowledges and agrees that the covenants and obligations contained in this
Section 6 relate to special, unique and extraordinary matters and that a violation of any of the
terms of this Section will cause the Company irreparable injury for which adequate remedies at law
are not available. Therefore, Executive agrees that the Company shall be entitled (without having
to post a bond or other surety) to an injunction, restraining order, or other equitable relief from
any court of competent jurisdiction, restraining the Executive from committing any violation of the
covenants and obligations set forth in this Section 6.




          ii) The Company’s rights and remedies under this Section 6 are cumulative and are in addition
to any other rights and remedies the Company may have pursuant to the specific provisions of this
Agreement and at law or in equity.



7. Miscellaneous.




     a) Attorney’s Fees. In the event a proceeding is brought to enforce or interpret any
part of this Agreement or the rights or obligations of any party to this Agreement, each party
shall pay their own fees and expenses, including reasonable attorney’s fees and costs.



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     b) Successors and Assigns. This Agreement and the benefits hereunder are personal to
the Company and are not assignable or transferable by the Executive. Subject to the foregoing,
this Agreement shall be binding upon and inure to the benefit of the Company and the Executive, and
the Executive’s heirs and legal representatives, and the Company’s successors and assigns.



     c) Governing Law. This Agreement shall be construed in accordance with and governed
by the law of the State of Florida, without regard to the application of Florida’s principles of
conflict of laws.



     d) Arbitration. Except for disputes relating to Section 6(d) of this Agreement or any
injunctions, any and all disputes or controversies that shall arise under or in connection with
this Agreement or in any other way related to Executive’s employment by the Company, including
termination of employment, shall be submitted to a panel of three arbitrators under the National
Rules for the Resolution of Employment Disputes of the American Arbitration Association then in
effect. The parties hereby acknowledge that the Federal Arbitration Act takes precedence over any
state arbitration statutes, rules and regulations. Each of the arbitrators shall be qualified and
experienced in employment related matters with at least one arbitrator being a licensed attorney.
The arbitrators must base their determination solely on the terms and conditions of this Agreement
and the law in the State of Florida. The arbitrators shall have the authority to award any remedies
that a court may order or grant, except that they will have no authority to award punitive damages
or any other damages not measured by the prevailing party’s actual damages, and may not, in any
event, make any ruling, finding or award that does not conform to the terms and conditions of this
Agreement. Arbitration shall be held in Fort Lauderdale, Florida, and the parties hereby agree to
accept service of process served in accordance with the Notices provision of this Agreement and in
the personal jurisdiction and venue as set out herein. Both parties expressly covenant and agree
to be bound by the decision of the arbitrators as the final determination of the matter in dispute.
Judgment upon the award rendered by the arbitrators may be entered into any court having
jurisdiction thereof.



     e) Notices. All notices and other communications required or permitted to be given
under this Agreement shall be in writing and shall be deemed to have been given if delivered
personally or sent by certified mail, return receipt requested, postage prepaid, to the parties to
this Agreement addressed to the Company’s then-current Chief Executive Officer at its then
principal office, as notified to Executive, or to the Executive at Executive’s most current address
as shown in Executive’s personnel file, or to either party hereto at such other address or
addresses as Executive or it may from time to time specify for such purposes in a notice similarly
given.



     f) Modification; Waiver. No provisions of this Agreement may be modified, waived or
discharged unless such modification, waiver or discharge is approved by a duly authorized officer
of the Company and is agreed to in a writing signed by the Executive and such officer. No waiver
by either party hereto at any time of any breach by the other party hereto of, or compliance with,
any condition or provision of this Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent
time.



     g) Headings. The headings in this Agreement are for convenience of reference only and
shall not control or affect the meaning or construction of this Agreement.



     h) Validity. The invalidity or unenforceability of any one or more provisions of this
Agreement shall not affect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force and effect.



     i) Severability. The invalidity of any one or more of the words, phrases, sentences,
clauses or sections contained in this Agreement shall not affect the enforceability of the
remaining portions of this



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Agreement or any part thereof, all of which are inserted conditionally on their being valid in law,
and if any one or more of the words, phrases, sentences, clauses or sections contained in this
Agreement shall be declared invalid, this Agreement shall be construed as if such invalid word or
words, phrase or phrases, sentence or sentences, clause or clauses, or section or sections had not
been inserted.




     k) Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together will constitute one and the same
instrument.



     l) Surviving Provisions. Any portion of this Agreement which by it nature survives
the termination of this Agreement, including Section 6, shall survive the termination of this
Agreement.



     m) Entire Agreement. Except as modified by this Agreement, all of Executive’s
benefits and obligations are as set forth in the Company’s policies in effect from time to time.
Other than the Company’s policies in effect from time to time, as modified herein, no agreements or
representations, oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party, which are not set forth expressly in this Agreement. This
Agreement constitute the final and entire agreement between the parties, and supersedes all prior
written and oral agreements, understandings, or communications with respect to the subject matter
of this Agreement.



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



	 	 	 	 	 	 	 	 	 
	COMPANY

	 	 	 	 	 	 	 	EXECUTIVE
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 /s/ John Lettko	 	 	 	By:	 	 /s/ Gerald M. Hayden, Jr.
	 

	 	 
	 	 	 	 	 	 
	 

	 	Signature
	 	 	 	 	 	Signature
	 
	 	 	 	 	 	 	 	 
	Print Name:	 	  John Lettko	 	 	 	Print Name: Gerard M. Hayden, Jr.
	 

	 	 	 	 	 	 	 	 





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SCHEDULE 1




OTHER COMMERCIAL ACTIVITIES

(Section 2 (d))



Board of Director Activities at the Following Organizations:





	 	•	 	HealthStream, Inc.
	 
	 	•	 	Sy.Med Development, Inc.
	 
	 	•	 	Home Health Laboratory of America, Inc.






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