EX-10.2



 





Exhibit 10.2




STEAMLINE HEALTH SOLUTIONS, INC.



Employment Agreement between Streamline Health, Inc. and Gary M. Winzenread Dated July 2, 2007




EMPLOYMENT AGREEMENT



This Employment Agreement (“Agreement”) is entered into between Streamline Health, Inc. and Gary
Winzenread (“Employee”), based on the following terms and conditions:




Term of Employment. This Agreement establishes a contract for employment-at-will and is effective
as of the date that it becomes signed by both parties. During the first 90 days after Employee
begins working for Streamline Health, Inc. under this Agreement (“Initial Period”), employment
may be terminated by Streamline Health for any reason or no reason immediately upon written
notice. Employment may be terminated by Streamline Health after the Initial Period, or by
Employee at any time, for any reason or no reason on 14 days’ prior written notice. Employee
acknowledges that continued employment with Streamline Health, Inc. is not guaranteed.



Employment Responsibilities. Employee shall be employed in the capacity and in the location
identified in the offer letter a copy of which is attached to this Agreement (“Offer Letter”).
Streamline Health reserves the right to modify Employee’s employment duties and employment
location in accordance with Streamline Health’s needs. While employed by Streamline Health,
Employee shall not render any services of a business nature to any other person or entity, for
compensation, without the prior written consent of Streamline Health. Such consent shall not
be unreasonably withheld.



Compensation. Beginning with Employee’s first day of work for Streamline Health, Employee shall
earn compensation as set forth in the Offer Letter. Employee’s compensation shall be subject
to change based upon merit and/or modification of Employee’s duties as determined by
Streamline Health. Base salary shall be payable in semi-monthly installments. Any applicable
bonuses, commissions, or other compensation shall be paid in accordance with the applicable
compensation plan. Employee authorizes Streamline Health to withhold from any compensation or
other payments due to Employee any amounts rightfully owed by Employee to Streamline Health.



Employee Benefits. Employee shall be entitled to participate in the employee benefit plans made
available by Streamline Health in accordance with the terms and conditions of such benefit
plans; provided, however, that any benefits made available to Employee during the course of
employment shall not be considered to be a vested right, unless specifically so provided by
the applicable benefit plan. Employee shall also be entitled to vacation, holidays, and other
paid time off in accordance with Streamline Health’s applicable then-current policies, which
are subject to change, at Streamline Health’s sole discretion, without prior notice. Depending
on Employee’s status of employment, Employee may not be entitled to any benefits. The



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Employee
Handbook summarizes the employee benefits and policies presently offered by Streamline Health.
The Employee Handbook is provided for informational purposes only, is
subject to modification at Streamline Health’s discretion, is not part of this Agreement, and
does not constitute a contract between Streamline Health and Employee.



Employee Research and Development. Employee shall promptly and fully disclose to Streamline Health
any and all ideas, concepts, techniques, inventions, processes, developments, improvements,
innovations, discoveries, and/or works of authorship, conceived, developed, or created by
Employee, either solely or jointly with others, during the course of Employee’s employment
with Streamline Health (collectively, “Work Product”). All Work Product and all related
copyrights, patents, trade secrets, and other intellectual property rights (collectively,
“Intellectual Property”) shall be the exclusive property of Streamline Health. Employee
automatically assigns to Streamline Health, its successors, assigns, or nominees, at the time
of creation of the Work Product, all of Employee’s right, title, and interest in the Work
Product and the Intellectual Property, without any requirement of further consideration. In
addition, Employee waives all moral rights and similar rights in the Work Product and the
Intellectual Property. Employee shall take all further actions, including execution and
delivery of documents, necessary or appropriate to give effect to the provisions of this
Section 5.



Nondisclosure Obligations.




	 	1.1	 	Trade Secrets and Confidential Business Information. Employee acknowledges that during
Employee’s employment with Streamline Health, Inc., Employee will receive, develop, or
otherwise acquire, information concerning trade secrets and other confidential business
information belonging to Streamline Health, its affiliated companies, its customers, and
other third parties with whom Streamline Health does business. For purposes of this
Agreement, trade secrets and confidential business information shall include, but shall not
be limited to, software systems, product specifications, technical information, ideas,
know-how, product plans, business plans, market research, processes, procedures, pricing,
business affairs, financial information, customer lists and data, customer agreements,
customers’ information, supplier agreements, and suppliers’ information. During and after
employment with Streamline Health, Employee shall not disclose and shall not give access to
the trade secrets or confidential business information of Streamline Health, its affiliated
companies, customers, or other third parties with whom Streamline Health does business, to
any third party; and shall not use such information in any way, except in the course of
performing Employee’s duties with Streamline Health or as otherwise authorized in writing
by Streamline Health.
	 
	 	1.2	 	Protected Health Information. Employee acknowledges that Streamline Health does
business with various health care organizations, and, as a result, Employee may have access
to Protected Health Information, as defined below, that is required to be kept confidential
in accordance with the Health Insurance Portability and Accountability Act of 1996 and
regulations promulgated thereunder, as the same may be amended from time




39









 






	 	 	 	to time,
(collectively, “HIPAA”). “Protected Health Information” or “PHI” means information
transmitted by or maintained in electronic media or any other form or medium, including
demographic information collected from an individual, that (a) relates to the past,
present, or future physical or mental health or condition of an individual; the provision
of health care to an individual; or the past, present, or future payment for the
provision of health care to an individual; (b) identifies the individual, or with respect to
which, there is a reasonable basis for believing that the information can be used to
identify the individual; and (c) is received by Employee from or on behalf of Streamline
Health or a Streamline Health customer or supplier, or is created by Employee, or is made
accessible to Employee by Streamline Health or a Streamline Health customer or supplier.
Employee shall maintain the privacy, security, and confidentiality of all PHI, in accordance
with HIPAA and this Agreement.
	 
	 	1.3	 	Particular Obligations. Without limiting in any way the obligations set forth in
Paragraphs 1.1 and 1.2 above and their general application, Employee shall protect the
trade secrets, confidential business information, and PHI by:






	 	1.3.1	 	Always using such information only for the purpose of performing Employee’s
employment duties.
	 
	 	1.3.2	 	Never sharing user ID’s, passwords, dial-in phone numbers, and other access
information with any unauthorized person, or storing such access information in a
location accessible to unauthorized persons.
	 
	 	1.3.3	 	Never accessing such information for Employee’s or any third party’s personal
curiosity, interest, or advantage.
	 
	 	1.3.4	 	Always limiting disclosure of and access to such information to only those
having the legal authority to see and the need to know such information.
	 
	 	1.3.5	 	Always storing information in a place physically secure from unauthorized
access.
	 
	 	1.3.6	 	Never removing such information from the work area without proper
authorization.
	 
	 	1.3.7	 	When disposal of such information is necessary and allowed, always disposing
of it using a Streamline Health-approved method of disposal, e.g., shredding it in a
shredder, and never disposing of it in wastebaskets or recycling bins without first
shredding it in a shredder.
	 
	 	1.3.8	 	Always reporting to Streamline Health’s Human Resources Department any acts or
omissions by Employee or any other person that are contrary to HIPAA or the provisions
of this Agreement.
	 
	 	1.3.9	 	Always complying with the then-current policies and procedures instituted by
Streamline Health to protect such information.




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	 	1.4	 	Survival. The obligations under this Section 0 shall survive termination of this
Agreement.





Restrictive Covenant. During the course of employment and for a period of one year following the
termination of this Agreement, whether terminated by Streamline Health or Employee, Employee
shall not:




	 	1.5	 	Enter into or engage in competition with the business of Streamline Health or its
affiliated companies, directly or indirectly, either as an employee, independent
contractor, consultant, partner, joint venturer, sole proprietor, officer, director, or
significant shareholder of any business or organization doing business in competition with
the business of Streamline Health or its affiliated companies;
	 
	 	1.6	 	Call on, solicit, or attempt to take away any customers, potential customers, or
suppliers of Streamline Health or its affiliated companies on whom Employee called or with
whom Employee became acquainted during Employee’s employment with Streamline Health; or
	 
	 	1.7	 	Solicit or attempt to persuade other employees or contractors of Streamline Health or
its affiliated companies to leave their employment, or employ or otherwise retain such
employees or contractors, directly or indirectly.





Return of Streamline Health Property. Upon the termination of this Agreement, Employee shall
surrender to Streamline Health all software, documents, records, files, equipment, diskettes,
tapes, and other materials of any type whatsoever, as well as any copies of them, in
Employee’s possession belonging to Streamline Health, its affiliated companies, its customers
and potential customers, or its suppliers, agents, licensors, and licensees. In addition to
all legal remedies Streamline Health has, if Employee fails to return any such property to
Streamline Health, Employee authorizes Streamline Health to withhold from any payments due to
Employee an amount equal to the then fair market value of the property not returned, until
such time as the property is returned.



General.





	 	1.8	 	Employee Breach. Employee acknowledges that a breach of Employee’s employment
obligations may result in irreparable harm to Streamline Health, entitling Streamline
Health to injunctive relief, in addition to any other available legal remedies, including
the recovery of monetary damages from Employee.
	 
	 	1.9	 	Employee Warranty. Employee warrants that Employee’s acceptance of employment with
Streamline Health does not constitute a breach of any agreement, including any prior
employment agreement of Employee.
	 
	 	1.10	 	Waiver. The failure of either party to act upon any right, remedy, or breach of this
Agreement shall not constitute a waiver of that or any other right, remedy, or breach. No
waiver shall be effective unless made in writing and signed by the waiving party.




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	 	1.11	 	Dispute Resolution and Governing Law. All disputes involving a claim for money damages
arising out Employee’s employment, whether based in contract, tort, or statutory law, shall
be resolved exclusively by arbitration in accordance with the Employment Dispute Resolution
Rules of the American Arbitration Association to be held in Cincinnati, Ohio. The
arbitrator may award damages only for actual losses suffered by the injured party. The
prevailing party in any arbitration or litigation proceedings related to this Agreement
shall be entitled to an award of reasonable legal fees. This Agreement, including any
dispute resolution proceedings under it, shall be
governed by and construed in accordance with the laws of the State of Ohio, excluding its
conflict of laws principles.
	 
	 	1.12	 	Provisions Severable. The provisions of this Agreement are severable. If any provision
is held to be invalid, unenforceable, or void, the remaining provisions shall not as a
result be invalidated.
	 
	 	1.13	 	Voluntary Agreement. Employee represents that Employee has read and understands this
Agreement and has been given the opportunity to consult with legal counsel concerning the
terms of this Agreement.
	 
	 	1.14	 	Entire Agreement. This Agreement constitutes the entire agreement and understanding
between the parties with respect to Employee’s employment and supersedes any and all other
previous agreements related to such employment. The Offer Letter is incorporated into and
made a part of this Agreement by reference. Except as otherwise provided in this Agreement,
this Agreement may not be amended, in whole or in part, except by a writing that
specifically references this Agreement and is signed by the parties.





	 	 	 	 	 	 	 	 	 	 	 
	Employee	 	 	 	Streamline Health, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Gary Winzenread
	 	 	 	By:
	 	/s/ Paul W. Bridge, Jr.	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	(Signature)
	 	 	 	 	 	(Signature)	 	 
	 
	 

	 	Gary Winzenread
	 	 	 	 	 	Paul W. Bridge, Jr.	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	(Name Typed or Printed)
	 	 	 	 	 	(Name Typed or Printed)	 	 
	 
	 

	 	6/19/07
	 	 	 	 	 	Director, Human Resources	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	(Date)
	 	 	 	 	 	(Title)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	2 JULY 07	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(Date)	 	 






[Attachment: Copy of signed Offer Letter]




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June 5, 2007




Mr. Gary Winzenread

7315 Charter Cup Lane

West Chester, Ohio 45069




Dear Mr. Winzenread:



It is with great pleasure that we extend to you this formal offer of employment. The offer is as
follows:




	 	 	 	 	 
	1.

	 	Position:
	 	Vice President-Product Strategy in our corporate
office, reporting to Brian Patsy.
	 
	 	 	 	 
	2.

	 	Status:
	 	                    Full time
	 
	 	 	 	 
	3.

	 	Start Date:
	 	          June 18, 2007
	 
	 	 	 	 
	4.

	 	Compensation:
	 	$175,000 annually, to be paid semimonthly on the
15th and last days of the month and an
annual bonus target amount of up to $50,000.
	 
	 	 	 	 
	5.

	 	Benefits:
	 	Eligibility to participate in our medical, dental,
and disability insurance benefit plans, our
flexible spending account plan, our 401(k) plan,
and our employee stock purchase plan under the
current requirements of the plans. A brief Summary
of Benefits is enclosed. You will also be provided
an automobile allowance of $400.00 per month.
	 
	 	 	 	 
	6.

	 	Paid Time Off:
	 	Vacation, holidays, and other paid time off in
accordance with our standard policies, with the
following exceptions:







	 	•	 	Effective your first day of employment, you will earn vacation at
the rate of four (4) weeks per year.





	 	 	 	 	 
	7.

	 	Enclosures:
	 	The following policies are enclosed and must be read and the acknowledgement returned
(only return the signed acknowledgement and keep the policies for your records) with the
signed Employee Agreement. :







	 	•	 	Streamline Health, Inc. Systems Inc. Code of Conduct and Ethics
	 
	 	•	 	Corporate Policy Statement Regarding Disclosure & Confidentiality
	 
	 	•	 	Insider Trading Guidelines
	 
	 	•	 	Streamline Health, Inc. Corporate Security Policy.










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You will be subject to a background security check. Continued employment may be contingent upon the
results of the check.



Please accept this offer by signing and returning the two enclosed Employment Agreement originals,
the Acknowledgement pages for the Code of Ethics, the Corporate Policy Statement Regarding
Disclosure and Confidentiality, the Insider Trading Guidelines, and the Corporate Security Policy
to Cheryl Fritz, Human Resources Department, in the self-addressed envelope. In order to prepare
for your arrival at Streamline Health, please call (513) 794-7200 and notify the Human Resources
department that you have accepted the offer. This offer is open for acceptance for seven days after
the date of this letter. If this offer is accepted please remember to bring your social security
card and birth certificate or driver’s license on your first day of employment. We look forward to
hearing from you.




Sincerely,




STREAMLINE HEALTH, INC.




/s/ Paul W. Bridge, jr.




By: Paul W. Bridge, Jr.




Director, Human Resources




cc: Brian Patsy




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