THIS SECTION 7, WHICH SHALL OTHERWISE REMAIN IN FULL FORCE AND EFFECT.
THE
PROVISIONS OF THIS SECTION 7 ARE EACH DECLARED TO BE SEPARATE AND DISTINCT
COVENANTS BY EXECUTIVE.
8.
NOTICE.
ANY NOTICE, REQUEST, DEMAND OR OTHER COMMUNICATION
REQUIRED OR PERMITTED HEREIN WILL BE DEEMED TO BE PROPERLY GIVEN WHEN PERSONALLY
SERVED IN WRITING OR WHEN DEPOSITED IN THE UNITED STATES MAIL, POSTAGE PREPAID,
ADDRESSED TO EXECUTIVE AND TO THE COMPANY WITH ATTENTION TO THE CHIEF EXECUTIVE
OFFICER OF THE COMPANY AND THE GENERAL COUNSEL OF THE COMPANY AS PROVIDED
BELOW.
EITHER PARTY MAY CHANGE ITS ADDRESS BY WRITTEN NOTICE IN ACCORDANCE WITH
THIS PARAGRAPH.
In the case of the Company, to:
Human Resources
MEDecision, Inc.
601 Lee Road
Wayne, PA 10987
And in the case of Executive, to:
9.
SET OFF: MITIGATION.
THE COMPANY'S OBLIGATION TO PAY EXECUTIVE
THE AMOUNTS AND TO PROVIDE THE BENEFITS HEREUNDER SHALL BE SUBJECT TO SET-OFF,
COUNTERCLAIM OR RECOUPMENT OF AMOUNTS OWED BY EXECUTIVE TO THE COMPANY.
HOWEVER, EXECUTIVE SHALL NOT BE REQUIRED TO MITIGATE THE AMOUNT OF ANY PAYMENT
PROVIDED FOR PURSUANT TO THIS AGREEMENT BY SEEKING OTHER EMPLOYMENT OR
OTHERWISE.
10.
BENEFIT OF AGREEMENT.
THIS AGREEMENT SHALL INURE TO THE BENEFIT
OF AND BE BINDING UPON THE PARTIES HERETO AND THEIR RESPECTIVE EXECUTORS,
ADMINISTRATORS, SUCCESSORS AND ASSIGNS.
IF THE COMPANY EXPERIENCES A CHANGE IN
CONTROL, OR OTHERWISE SELLS, ASSIGNS OR TRANSFERS ALL OR SUBSTANTIALLY ALL OF
ITS BUSINESS AND ASSETS TO ANY PERSON OR IF THE COMPANY MERGES INTO OR
CONSOLIDATES OR OTHERWISE COMBINES (WHERE THE COMPANY DOES NOT SURVIVE SUCH
COMBINATION) WITH ANY PERSON (ANY SUCH EVENT, A "SALE OF BUSINESS"), THEN THE
COMPANY SHALL ASSIGN ALL OF ITS RIGHT, TITLE AND INTEREST IN THIS AGREEMENT AS
OF THE DATE OF SUCH EVENT TO SUCH PERSON, AND THE COMPANY SHALL CAUSE SUCH
PERSON, BY WRITTEN AGREEMENT IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
EXECUTIVE, TO EXPRESSLY ASSUME AND AGREE TO PERFORM FROM AND AFTER THE DATE OF
SUCH ASSIGNMENT ALL OF THE TERMS, CONDITIONS AND PROVISIONS IMPOSED BY THIS
AGREEMENT UPON THE COMPANY.
FAILURE OF THE COMPANY TO OBTAIN SUCH AGREEMENT
PRIOR TO THE EFFECTIVE DATE OF SUCH SALE OF BUSINESS SHALL BE A BREACH OF THIS
AGREEMENT CONSTITUTING "GOOD REASON" HEREUNDER,
9
EXCEPT THAT FOR PURPOSES OF IMPLEMENTING THE FOREGOING THE DATE UPON WHICH SUCH
SALE OF BUSINESS BECOMES EFFECTIVE SHALL BE THE TERMINATION DATE.
IN CASE OF
SUCH ASSIGNMENT BY THE COMPANY AND OF ASSUMPTION AND AGREEMENT BY SUCH PERSON,
AS USED IN THIS AGREEMENT, "THE COMPANY" SHALL THEREAFTER MEAN THE PERSON WHICH
EXECUTES AND DELIVERS THE AGREEMENT PROVIDED FOR IN THIS SECTION 10 OR WHICH
OTHERWISE BECOMES BOUND BY ALL THE TERMS AND PROVISIONS OF THIS AGREEMENT BY
OPERATION OF LAW, AND THIS AGREEMENT SHALL INURE TO THE BENEFIT OF, AND BE
ENFORCEABLE BY, SUCH PERSON.
EXECUTIVE SHALL, IN HIS DISCRETION, BE ENTITLED TO
PROCEED AGAINST ANY OR ALL OF SUCH PERSONS, ANY PERSON WHICH THERETOFORE WAS
SUCH A SUCCESSOR TO THE COMPANY, AND THE COMPANY (AS