EX-10.1



 





Exhibit 10.1




STEAMLINE HEALTH SOLUTIONS, INC.



Employment Agreement among Streamline Health Solutions, Inc. f/k/a LanVision Systems, Inc.,
Streamline Health, Inc. f/k/a LanVision, Inc. and Joseph O. Brown, II, effective February 1, 2004




EMPLOYMENT AGREEMENT




     This EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of the 1st of February,
2004, by and among LanVision Systems, Inc., a Delaware corporation (“Parent”), LanVision, Inc., an
Ohio corporation (“Company”) and Joseph O. Brown II (“Employee”).



RECITALS:




     A. Parent and the Company mutually desire to employ Employee as Chief Information Officer to
perform information services for Parent and the Company; and



     B. Employee possesses certain skills and expertise and desires to provide services to Parent
and the Company as Chief Information Officer.



     NOW, THEREFORE, in consideration of the premises and the agreements contained herein, and for
other good and valuable consideration, the receipt and adequacy of which the parties hereby
acknowledge, the parties agree as follows:



1. EMPLOYMENT




     Parent and the Company hereby agree to employ Employee, and Employee, in consideration of such
employment and other consideration set forth herein, hereby accepts employment, upon the terms and
conditions set forth herein.



2. POSITION AND DUTIES




     During the term of this Agreement, Employee shall be employed in the position of Chief
Information Officer of each of Parent and the Company. While employed hereunder, Employee shall do
all things necessary, legal and incident to the above position, and otherwise shall perform such
functions as the President of Parent or the Company may establish from time to time. Without
limiting the foregoing, Employee shall be the Chief Information Officer of each of Parent and the
Company and will be responsible for, perform and direct all duties consistent therewith. Employee
shall report to the Company’s President and/or such other officers as designated by Parent in its
discretion.



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3. COMPENSATION




     Subject to such modifications as may be approved from time to time by the Board of Directors
or officers of Parent, the Employee shall receive the compensation and benefits listed on the
attached Exhibit A. Such compensation shall be paid by Parent or the Company, at the discretion of
Parent.



4. EXPENSES




     Parent or the Company shall pay or reimburse Employee for all travel and out-of-pocket
expenses reasonably incurred or paid by Employee in connection with the performance of Employee’s
duties as an employee of Parent or the Company, respectively, upon compliance with the Company’s
procedures for expense reimbursement including the presentation of expense statements or receipts
or such other supporting documentation as the Company may reasonably require.



5. PRIOR EMPLOYMENT




     The Employee warrants and represents to Parent and the Company (i) that the Employee will take
no action in violation of any employment agreement or arrangement with any prior employer, (ii)
that the Employee has disclosed to Parent and the Company all such prior written agreements, (iii)
that any employment agreement or arrangement with any prior employer is null and void and of no
effect, and (iv) that the Employee has the full right and authority to enter into this Agreement
and to perform all of the Employee’s obligations hereunder. The Employee agrees to indemnify and
hold Parent and the Company harmless from and against any and all claims, liabilities or expenses
incurred by Parent and/or the Company as a result of any claim made by any prior employer arising
out of this Agreement or the employment of the Employee by Parent and the Company.



6. OUTSIDE EMPLOYMENT




     Employee shall devote Employee’s full time and attention to the performance of the duties
incident to Employee’s position with Parent and the Company, and shall not have any other
employment with any other enterprise or substantial responsibility for any enterprise which would
be inconsistent with Employee’s duty to devote Employee’s full time and attention to Parent and
Company matters, provided that, the foregoing shall not prevent the Employee from participating in
any charitable or civic organization that does not interfere with Employee’s performance of the
duties and responsibilities to be performed by Employee under this Agreement.



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7. CONFIDENTIAL INFORMATION




     Employee shall not, during the term of this Agreement or at any time thereafter, disclose, or
cause to be disclosed, in any way Confidential Information, or any part thereof, to any person,
firm, corporation, association, or any other operation or entity, or use the Confidential
Information on Employee’s own behalf, for any reason or purpose. Employee further agrees that,
during the term of this Agreement or at any time thereafter, Employee will not distribute, or cause
to be distributed, Confidential Information to any third person or permit the reproduction of the
Confidential Information, except on behalf of Parent or the Company in Employee’s capacity as an
employee of Parent and the Company. Employee shall take all reasonable care to avoid unauthorized
disclosure or use of the Confidential Information. Employee hereby assumes responsibility for and
shall indemnify and hold Parent and/or the Company harmless from and against any disclosure or use
of the Confidential Information in violation of this Agreement.



     For the purpose of this Agreement, “Confidential Information” shall mean any written or
unwritten information which specifically relates to and or is used in Parent’s or the Company’s
business (including without limitation, Parent’s or the Company’s services, processes, patents,
systems, equipment, creations, designs, formats, programming, discoveries, inventions,
improvements, computer programs, data kept on computer, engineering, research, development,
applications, financial information, information regarding services and products in development,
market information including test marketing or localized marketing, other information regarding
processes or plans in development, trade secrets, training manuals, know-how of the Company, and
the customers, clients, suppliers and others with whom Parent and/or the Company does or has in the
past done, business, regardless of when and by whom such information was developed or acquired)
which Parent or the Company deems confidential and proprietary which is generally not known to
others outside Parent or the Company and which gives or tends to give Parent or the Company a
competitive advantage over persons who do not possess such information or the secrecy of which is
otherwise of value to Parent and/or the Company in the conduct of its business — regardless of
when and by whom such information was developed or acquired, and regardless of whether any of these
are described in writing, reduced to practice, copyrightable or considered copyrightable,
patentable or considered patentable. Provided, however, that “Confidential Information” shall not
include general industry information or information which is publicly available or is otherwise in
the public domain without breach of this Agreement, information which Employee has lawfully
acquired from a source other than Parent or the Company, or information which is required to be
disclosed pursuant to any law, regulation, or rule of any governmental body or authority or court
order. Employee acknowledges that the Confidential Information is novel, proprietary to and of
considerable value to Parent and the Company.



     Employee agrees that all restrictions contained in this Section 7 are reasonable and valid
under the circumstances and hereby waives all defenses to the strict enforcement thereof by Parent
and/or the Company.



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     Employee agrees that, upon the request of Parent or the Company, Employee will immediately
deliver up to the requesting entity all Confidential Information in Employee’s
possession and/or control, and all notes, records, memoranda, correspondence, files and other
papers, and all copies, relating to or containing Confidential Information. Employee does not
have, nor can Employee acquire any property or other right in the Confidential Information.



8. PROPERTY OF PARENT AND THE COMPANY




     All ideas, inventions, discoveries, proprietary information, know-how, processes and other
developments and, more specifically improvements to existing inventions, conceived by the Employee,
alone or with others, during the term of the Employee’s employment, whether or not during working
hours and whether or not while working on a specific project, that are within the scope of Parent’s
or the Company’s business operations or that relate to any work or projects of Parent or the
Company, are and shall remain the exclusive property of Parent and the Company. Inventions,
improvements and discoveries relating to the business of Parent or the Company conceived or made by
the Employee, either alone or with others, while employed with Parent and the Company are
conclusively and irrefutably presumed to have been made during the period of employment and are the
sole property of Parent and the Company. The Employee shall promptly disclose in writing any such
matters to Parent and the Company but to no other person without the consent of Parent. The
Employee hereby assigns and agrees to assign all right, title, and interest in and to such matters
to the Company. The Employee will, upon request of Parent, execute such assignments or other
instruments and assist Parent and the Company in the obtaining, at the Company’s sole expense, of
any patents, trademarks or similar protection, if available, in the name of the Company.



9. NON-COMPETITION AGREEMENT




     (A) During the term of this Agreement and for a period of one year after the termination date
of this Agreement (whether such termination be with or without cause), Employee agrees that he will
not directly or indirectly, own, operate or otherwise work for or participate in any competitive
business in the United States which designs, develops, manufactures or markets any product or
service that in any way competes with Parent’s or the Company’s business, products or services as
conducted, or planned to be conducted, on the date of termination (a “Competitive Business”).



     (B) During the term of this Agreement and for a period ending one year from the termination of
Employee’s employment with Parent and the Company, whether by reason of the expiration of the term
of this Agreement, resignation, discharge by Parent and the Company or otherwise, Employee hereby
agrees that Employee will not, directly or indirectly:



     (i) solicit, otherwise attempt to employ or contract with any current or future employee of
Parent or the Company for employment or otherwise in any Competitive Business or otherwise offer
any inducement to any current or future employee of Parent or the Company to leave Parent’s or the
Company’s employ; or



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     (ii) contact or solicit any customer or client of Parent or the Company (an “Existing
Customer”), contact or solicit any individual or business entity with whom Parent or the
Company has directly communicated for the purpose of rendering services prior to the effective date
of such termination (a “Potential Customer”), or otherwise provide any other products or services
for any Existing Customer or Potential Customer of Parent or the Company, on behalf of a
Competitive Business or in a manner that is competitive to the Parent’s or the Company’s business;
or



     (iii) Use or divulge to anyone any information about the identity of Parent’s or the
Company’s customers or suppliers (including without limitation, mental or written customer lists
and customer prospect lists), or information about customer requirements, transactions, work
orders, pricing policies, plans, or any other Confidential Information.



     (C) For the purpose of this Agreement, Competitive Business shall mean any business operation
(including a sole proprietorship) in the United States which designs, develops, manufactures or
markets any product or service that in any way competes with Parent’s or the Company’s health
information access system business, products or services as conducted, or contemplated to be
conducted, on the date of termination.



10. TERM




     Unless earlier terminated pursuant to Section 11 hereof, the term of this Agreement shall be
for the time period beginning February 1, 2004, the date hereof, and continuing through January 31,
2005 (the “Term”), unless, during the Term of this agreement, or any extension thereof, there is a
change in control as defined in Section 13 herein, at which time the then current Expiration Date
will be extended to be one year form the date of the change in control. On January 31, 2005, or the
Expiration Date resulting from a change in control, whichever is later, and on each annual
Expiration Date thereafter, ( each such date being hereinafter referred to as the “Renewal Date”),
the term of employment hereunder shall automatically renew for an additional one (1) year period
unless the Company notifies Employee in writing at lease 90 days prior to the applicable Renewal
Date that the Company does not wish to renew this agreement beyond the expiration of the then
current term. Unless waived in writing by the Company, the requirements of Sections 7
(Confidential Agreement), 8 (Property of Parent and the Company) and 9 (Non-Competition Agreement)
shall survive the expiration or termination of this Agreement for any reason.



11. TERMINATION.




     (A) Death. This Agreement and Employee’s employment thereunder shall be terminated on
the death of Employee, effective as of the date of Employee’s death.



     (B) Continued Disability. This Agreement and Employee’s employment thereunder may be
terminated, at the option of Parent, upon a Continued Disability of Employee, effective as of



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the
date of the determination of Continued Disability as that term is hereinafter defined. For the
purposes of this Agreement, “Continued Disability” shall be defined as the inability or incapacity
(either mental or physical) of Employee to continue to perform Employee’s duties hereunder for a
continuous period of one hundred twenty (120) working days, or if, during any calendar year of
the Term hereof because of disability, Employee shall have been unable to perform Employee’s
duties hereunder for a total period of one hundred eighty (180) working days regardless of whether
or not such days are consecutive. The determination as to whether Employee is unable to perform
the essential functions of Employee’s job shall be made by Parent’s Board of Directors in its
reasonable discretion; provided, however, that if Employee is not satisfied with the decision of
the Board, Employee will submit to examination by three competent physicians who practice in the
metropolitan area in which the Employee then resides, one of whom shall be selected by Parent,
another of whom shall be selected by Employee, with the third to be selected by the physicians so
selected. The decision of a majority of the physicians so selected shall supersede the decision of
the Board and shall be final and conclusive.



     (C) Termination For Good Cause. Notwithstanding any other provision of this
Agreement, Parent may at any time immediately terminate this Agreement and Employee’s employment
thereunder for Good Cause. For this purpose, “Good Cause” shall include the following: the current
use of illegal drugs; indictment for any crime involving moral turpitude, fraud or
misrepresentation; commission of any act which would constitute a felony and which would adversely
impact the business or reputation of Parent or the Company; fraud; misappropriation or embezzlement
of Parent or Company funds or property; willful conduct which is materially injurious to the
reputation, business or business relationships of Parent or the Company; or material violation of
any of the provisions of this Agreement. Any alleged cause for termination shall be delivered in
writing to Employee stating the full basis for such cause along with any notice of such
termination.



     (D) Termination Without Good Cause. Parent or the Company may terminate Employee’s
employment prior to the Expiration Date at any time, whether or not for Good Cause (as “Good Cause”
is defined in Section 11(C) above). In the event Parent or the Company terminates Employee without
cause, Parent or the Company will pay Employee a lump sum amount equal to sixty percent (60%) times
the Employee’s then current annual salary [to include 60% of the then current base compensation and
60% of the higher of the bonuses paid to Employee during that prior fiscal year or earned in the
then current fiscal year to date] at the time of termination. Such severance payment shall be paid
within 90 days following the date of Employee’s termination.



12. CHANGE IN CONTROL; ACCELERATED VESTING SCHEDULES




     In the event that, within twelve months of a change in control of Parent, Employee’s
employment by Parent and the Company is terminated prior to the end of the Term or Employee
terminates his employment due to a material reduction in his duties or compensation, (1) all stock
options granted to Employee shall immediately vest in full, and (2) Parent or the Company will pay
Employee a lump sum amount equal to sixty percent (60%) times the Employee’s then



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current annual
salary at the time of termination. For purposes of this Agreement, “change in control” means any
of the following events:



          (a) A change in control of the direction and administration of Parent’s business of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”), as in
effect on the date hereof and any successor provision of the regulations under the 1934 Act,
whether or not Parent is then subject to such reporting requirements; or




          (b) Any “person” (as such term is used in §13(d) and §14(d)(2) of the 1934 Act but excluding
any employee benefit plan of Parent) is or becomes the “beneficial owner” (as defined in Rule 13d-3
under the 1934 Act), directly or indirectly, of securities of Parent representing more than one
half of the combined voting power of Parent’s outstanding securities then entitled to vote for the
election of directors; or




          (c) Parent shall sell all or substantially all of the assets of Parent; or




          (d) Parent shall participate in a merger, reorganization, consolidation or similar business
combination that constitutes a change in control as defined in the 1996 LanVision Systems, Inc.
Employee Stock Option Plan and/or results in the occurrence of any event described in clause (a),
(b) or (c) above.




13. ACKNOWLEDGEMENTS




     Parent, the Company and Employee each hereby acknowledge and agree as follows:



     (A) The covenants, restrictions, agreements and obligations set forth herein are founded upon
valuable consideration, and, with respect to the covenants, restrictions, agreements and
obligations set forth in Sections 7, 8 and 9 hereof, are reasonable in duration and geographic
scope;



     (B) In the event of a breach or threatened breach by Employee of any of the covenants,
restrictions, agreements and obligations set forth in Section 7, 8 and/or 9, monetary damages or
the other remedies at law that may be available to Parent and/or the Company for such breach or
threatened breach will be inadequate and, without prejudice to Parent’s or the Company’s right to
pursue any other remedies at law or in equity available to it for such breach or threatened breach,
including, without limitation, the recovery of damages from Employee, Parent and/or the Company
will be entitled to injunctive relief from a court of competent jurisdiction; and



     (C) The time period and geographical area set forth in Section 9 hereof are each divisible and
separable, and, in the event that the covenants not to compete contained therein are judicially
held invalid or unenforceable as to such time period and/or geographical area, they



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will be valid
and enforceable in such geographical area(s) and for such time period(s) which the court determines
to be reasonable and enforceable. The Employee agrees that in the event any court of competent
jurisdiction determines that the above covenants are invalid or unenforceable to join with Parent
and the Company in requesting that court to construe the applicable provision by limiting or
reducing it so as to be enforceable to the extent compatible with the then applicable law.
Furthermore, any period of restriction or covenant herein stated shall not include any period of
violation or period of time required for litigation to enforce such restriction or covenant.



14. NOTICES




     Any notice or communication required or permitted hereunder shall be given in writing and
shall be sufficiently given if delivered personally or sent by telecopier to such party addressed
as follows:



     (A) In the case of Parent or the Company, if addressed to it as follows:


LanVision Systems, Inc.

5481 Creek Road

Cincinnati, Ohio 45242

Attn: J. Brian Patsy




     (B) In the case of Employee, if addressed to Employee at:


Joseph O. Brown II

7507 Kousa Court

Mason, OH 45040




     Any such notice delivered personally or by telecopier shall be deemed to have been received on
the date of such delivery. Any address for the giving of notice hereunder may be changed by notice
in writing.



15. ASSIGNMENT, SUCCESSORS AND ASSIGNS




     This Agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective legal representatives, successors and assigns. Parent and the Company may assign or
otherwise transfer their rights under this Agreement to any successor or affiliated business or
corporation (whether by sale of stock, merger, consolidation, sale of assets or otherwise), but
this Agreement may not be assigned, nor may the duties hereunder be delegated by Employee. In the
event that Parent and the Company assign or otherwise transfer their rights under this Agreement to
any successor or affiliated business or corporation (whether by sale of stock, merger,
consolidation, sale of assets or otherwise), for all purposes of this Agreement, “Parent” and the
“Company” shall then be deemed to include the successor or affiliated business



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or corporation to
which Parent and the Company, respectively, assigned or otherwise transferred their rights
hereunder.



16. MODIFICATION




     This Agreement may not be released, discharged, abandoned, changed, or modified in any manner,
except by an instrument in writing signed by each of the parties hereto.



17. SEVERABILITY




     The invalidity or unenforceability of any particular provision of this Agreement shall not
affect any other provisions hereof, and this Agreement shall be construed in all respects as if any
such invalid provision were omitted herefrom.



18. COUNTERPARTS




     This Agreement may be signed in counterparts and each of such counterpart shall constitute an
original document and such counterparts, taken together, shall constitute one in the same
instrument.



19. DISPUTE RESOLUTION




     Except as set forth in Section 13 above, any and all disputes arising out of or in connection
with the execution, interpretation, performance, or non-performance of this Agreement or any
agreement or other instrument between, involving or affecting the parties (including the validity,
scope and enforceability of this arbitration clause), shall be submitted to and resolved by
arbitration. The arbitration shall be conducted pursuant to the terms of the Federal Arbitration
Act and the Commercial Arbitration Rules of the American Arbitration Association. Either party may
notify the other party at any time of the existence of an arbitrable controversy by certified mail
and shall attempt in good faith to resolve their differences within fifteen (15) days after the
receipt of such notice. If the dispute cannot be resolved within the fifteen-day period, either
party may file a written demand for arbitration with the American Arbitration Association. The
place of arbitration shall be Cincinnati, Ohio.



20. GOVERNING LAW




     The provisions of this Agreement shall be governed by and interpreted in accordance with the
laws of the State of Ohio and the laws of the United States applicable therein. The Employee
acknowledges and agrees that Employee is subject to personal jurisdiction in state and federal
courts in Hamilton County, Ohio.



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     IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto effective as of the
date first above written.



	 	 	 	 	 
	 	LANVISION SYSTEMS, INC.

 	 
	 	By:  	/s/ J. Brian Patsy
 	 
	 	Its:	Chairman and CEO      	 
	 	 	 	 
	 
	 	LANVISION, INC.

 	 
	 	By:  	/s/ J. Brian Patsy
 	 
	 	Its:	Chairman and CEO      	 
	 	 	 	 
	 
	 	EMPLOYEE

 	 
	 	/s/ Joseph O. Brown, II
 	 
	 	Joseph O. Brown II 	 
	 	 	 
	 




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EXHIBIT A — COMPENSATION AND BENEFITS




	 	 	 
	Employee:

	 	Joseph O. Brown II
	 
	 	 
	Term:

	 	2/1/04 to 1/31/05
	 
	 	 
	Salary:

	 	Minimum Annual Base Salary — $129,556





Thereafter, the Parent’s Board of Directors, or Compensation Committee thereof, may annually adjust
Employee’s base salary upward and Employee will be eligible to participate in any bonus plan
implemented by the Parent’s Board of Directors, or Compensation Committee thereof, at such level as
the Board or Committee deems appropriate.




Stock Options:



Parent agrees that Employee shall be eligible to participate in the LanVision Systems, Inc.
Employee Stock Option Plan and to receive additional grants as the Parent’s Board of Directors may
determine appropriate from time to time hereafter.




Benefits:



Employee shall be eligible to participate in all other employee fringe benefit plans of Parent or
the Company (but not both if Parent and Company have separate plans providing benefits that may be
similar in nature), to the same extent and at the same levels as other officers of Parent or the
Company are then participating.





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