Exhibit 10.4
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective the 1st day of
September, 2007 (the "Effective Date"), by and between MEDecision, Inc., a
Pennsylvania corporation (the "Company") and Ron Nall (the "Executive").
WHEREAS, the Company desires to continue Executive's employment and Executive
desires to continue to be so employed by the Company on the terms described
herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
promises contained herein, and intending to be bound hereby, the parties agree
as follows:
1.
DURATION OF AGREEMENT.
THIS AGREEMENT HAS NO SPECIFIC EXPIRATION
DATE.
UNLESS TERMINATED BY AGREEMENT OF THE PARTIES, THIS AGREEMENT WILL GOVERN
EXECUTIVE'S CONTINUED EMPLOYMENT BY THE COMPANY UNTIL THAT EMPLOYMENT CEASES.
2.
TITLE; DUTIES.
EXECUTIVE WILL CONTINUE TO BE EMPLOYED AS THE
COMPANY'S EXECUTIVE VICE PRESIDENT & CHIEF INFORMATION OFFICER, REPORTING
DIRECTLY TO THE COMPANY'S CHIEF EXECUTIVE OFFICER, PRESIDENT, OR CHIEF OPERATING
OFFICER, AT THE COMPANY'S DISCRETION.
EXECUTIVE WILL DEVOTE HIS BEST EFFORTS
AND SUBSTANTIALLY ALL OF HIS BUSINESS TIME AND SERVICES TO THE COMPANY AND ITS
AFFILIATES TO PERFORM SUCH DUTIES AS MAY BE CUSTOMARILY INCIDENT TO HIS POSITION
AND AS MAY REASONABLY BE ASSIGNED TO HIM FROM TIME TO TIME.
EXECUTIVE WILL NOT,
IN ANY CAPACITY, ENGAGE IN OTHER BUSINESS ACTIVITIES OR PERFORM SERVICES FOR ANY
OTHER INDIVIDUAL, FIRM OR CORPORATION WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMPANY; PROVIDED, HOWEVER, THAT WITHOUT SUCH CONSENT, EXECUTIVE MAY ENGAGE IN
CHARITABLE, PUBLIC SERVICE AND PERSONAL INVESTMENT ACTIVITIES, SO LONG AS SUCH
ACTIVITIES DO NOT IN ANY RESPECT INTERFERE WITH EXECUTIVE'S PERFORMANCE OF HIS
DUTIES AND OBLIGATIONS HEREUNDER.
3.
PLACE OF PERFORMANCE.
EXECUTIVE WILL PERFORM HIS SERVICES
HEREUNDER AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY; PROVIDED, HOWEVER,
THAT EXECUTIVE MAY BE REQUIRED TO TRAVEL FROM TIME TO TIME FOR BUSINESS
PURPOSES.
4.
COMPENSATION AND BENEFITS.
4.1.
BASE SALARY.
EXECUTIVE'S ANNUAL SALARY WILL BE $225,000 (THE
"BASE SALARY"), PAID IN ACCORDANCE WITH THE COMPANY'S PAYROLL PRACTICES, AS IN
EFFECT FROM TIME TO TIME.
THE BASE SALARY WILL BE REVIEWED ON AN ANNUAL BASIS
BY THE COMPANY'S BOARD OF DIRECTORS (THE "BOARD") OR THE COMPENSATION COMMITTEE
OF THE BOARD AND MAY BE INCREASED FROM TIME TO TIME.
TO THE EXTENT THE BOARD
HAS AUTHORIZED ITS COMPENSATION COMMITTEE TO ACT ON ITS BEHALF IN ANY PARTICULAR
RESPECT, REFERENCES TO THE BOARD IN THAT CONTEXT WILL ALSO BE DEEMED TO INCLUDE
THE COMPENSATION COMMITTEE.
4.2.
ANNUAL BONUSES.
4.2.1.
FOR EACH CALENDAR YEAR ENDING AFTER THE EFFECTIVE DATE, EXECUTIVE
WILL BE ELIGIBLE FOR AN ANNUAL BONUS IN AN AMOUNT AND FORM ESTABLISHED BY THE
BOARD FOR THE APPLICABLE YEAR, IF SPECIFIED CORPORATE AND/OR INDIVIDUAL
PERFORMANCE GOALS ARE MET FOR THAT YEAR.
ANY BONUS PAYABLE UNDER THIS
SECTION 4.2 WILL BE PAID (OR GRANTED, IN THE CASE OF A BONUS PAID IN
THE FORM OF AN EQUITY-BASED AWARD) WITHIN TWO AND ONE-HALF MONTHS FOLLOWING THE
END OF THE APPLICABLE YEAR; PROVIDED HOWEVER, THAT EXCEPT AS OTHERWISE PROVIDED
IN SECTION 5.1.2, A BONUS WILL ONLY BE PAID IF