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AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED
EMPLOYMENT AGREEMENT (the
“Agreement” ) is executed on May
29, 2007, effective as of May 14, 2007, by I-TRAX, INC., a
Delaware corporation with its principal business offices
located at 4 Hillman Drive, Suite 130, Chadds Ford,
Pennsylvania 19317 (the
“Company” ), and DAVID R. BOCK,
an individual residing at 6003 Overlea Road, Bethesda,
Maryland 20816 (
“Executive” ).
The Company and Executive
are parties to an Employment Agreement effective as of August
1, 2004 (the “Original
Agreement” ). The parties now wish
to amend and restate the Original Agreement in its entirety
by substituting therefor this Agreement.
In consideration of the
mutual covenants and premises contained in this Agreement,
and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged by the Company
and Executive, the Company and Executive agree as
follows:
1.
Term of Employment . Upon the terms set
forth in this Agreement, the Company employed Employee and
Employee accepted employment with the Company for the period
that commenced on August 1, 2004 under the Original Agreement
and will end on the later of: (A) August 31, 2007 and (B) 30
days after delivery of notice of termination by either the
Company or Executive to the other party. The
period of employment under this Agreement is referred to as
the “Term” and the last date of
employment as the “Separation
Date.”
2.
Title and Capacity .
2.1
Chief Financial Officer . Until otherwise
notified by the Company (the “Transition
Event” ), Executive will serve as Executive
Vice President and Chief Financial Officer of the Company and
its Affiliates (as defined below), and will perform the
duties commensurate with such positions and such other duties
as the Company’s Chief Executive Officer may assign to
Executive. Executive will devote attention and
energies on a full-time basis to the above duties, and
Executive will not, until the Transition Event, actively
engage in any other for profit business activity, except
Executive may continue to serve as a director of New York
Mortgage Trust and The Pioneer Fund and affiliated fund
groups.
2.2
Strategy Advisor . Following the Transition
Event, Executive will serve as Strategy Advisor to the Chief
Executive Officer of the Company and will perform the duties
assigned to the Executive by the Chief Executive
Officer. The parties acknowledge that the duties
of Executive as Strategy Advisor may not require a full-time
commitment by the Executive and the parties will agree on an
appropriate level of time commitment and commensurate base
salary immediately prior to the Transition
Event.
3.
Compensation and Benefits .
3.1
Compensation .
(a) Through
the later of (1) August 31, 2007 and (2) the Transition
Event, the Company will pay Executive an annual base salary
of $250,000 and such discretionary bonuses, if any, as the
Compensation Committee of the Board (the
“Compensation Committee” ) in
its sole discretion may determine.
(b) Following
the later of (1) August 31, 2007 and (2) the Transition
Event, the Company will pay Executive an annual base salary
agreed upon by the Chief Executive Officer of the Company and
Executive.
(c) During
the Term, the Executive will continue to be eligible to
participate in the Company’s equity compensation plans,
subject to the discretion of the Chief Executive Officer and
the Compensation Committee.
3.2
Payment in Installments . The Company will
pay Executive’s annual base salary in periodic
installments in accordance with the Company’s general
payroll practices, after withholding for all Federal, state
and local taxes and other required deductions. The
Company may pay any discretionary bonus at such time as the
Compensation Committee determines in its sole
discretion.
3.3
Benefits . Provided Executive meets and
continues to meet the full-time and any and all other
eligibility requirements set forth in the Company’s
Employee Manual and benefits plans sponsored by the Company,
the Company will make available to Executive the standard
full-time employee benefits and benefit plans, subject to
employee cost sharing provisions and other provisions of such
benefits and benefit plans. Notwithstanding the
preceding, the Company may change, modify, amend, eliminate,
or terminate any benefit or benefit plan or change the
employee cost sharing provisions of any such benefit or
benefit plan, and if the Company does so, thereafter
Executive will be entitled only to then available standard
full-time employee benefits and benefit plans.
3.4
Paid Time Off . Executive is entitled to
paid time off as applicable under the Company’s
Employee Manual and policies and procedures.
3.5
Expenses . The Company will reimburse
Executive for all reasonable travel, entertainment and other
expenses incurred or paid by Executive in connection with, or
related to, the performance of his duties under this
Agreement in accordance with the Travel and Expense Policy
published by the Company’s Finance Department, as
amended from time to time.
4.
Separation of Employment . The employment
of Executive by the Company under this Agreement will
terminate on the Separation Date as provided under Section 1
above.
5.
Separation Terms .
5.1
Severance . Following the Separation Date,
the Company will pay to Executive severance equal to $125,000
in the manner provided under Section 3.2 in 13 equal
installments in approximately the same intervals and with
approximately the same frequency as the Company’s
normal pay periods. The first such installment
will be payable on the Company’s regular payday next
following the Separation Date.
5.2
COBRA . Provided Executive exercises his
COBRA continuation right under the Company’s group
health insurance plan in which Executive participates on the
Separation Date, the Company will provide Executive COBRA
continuation coverage during the Severance Period at no cost
to Executive. The payment of any COBRA
continuation premiums following the expiration or termination
of the Severance Period is Executive’s sole
responsibility.
5.3
Stock Options . Executive may exercise all
options granted to Executive and vested as of the Separation
Date in accordance with the applicable Stock Option Grant
Agreements and Equity Compensation Plans. All
stock options held by Executive as of the date hereof and the
applicable vesting dates are listed on Exhibit
A to this Agreement.
5.4
Indemnification . Following the Separation
Date, as a former officer of the Company Executive is
entitled to indemnification as provided under the
Company’s Certificate of Incorporation and Bylaws, as
amended from time to time, and pursuant to the officer and
director policy of insurance maintained by the
Company.
5.5
General Releases . On or prior to the
Separation Date, Executive will execute a General Release in
favor of the Company in the form of Exhibit
B attached to this Agreement, and the Company will
execute a General Release in favor of Executive in the form
of Exhibit C attached to this
Agreement.
5.6
References . At all times following the
Separation Date, the Company will provide such employment
references as are requested. All requests for
references will be referred to Frank A. Martin, Chairman, R.
Dixon Thayer, CEO, or to the then director of Human
Resources.
6.
Non-Competition, Non-Solicitation and Confidentiality
.
6.1
Non-Competition . During the Term and for a
period of one year after the Separation Date, Executive will
not, including through an Affiliate (as defined in Rule 12b-2
promulgated pursuant to the Securities Exchange Act of 1934,
as amended), directly engage in the business in which the
Company or its Affiliates are actually engaged in at any time
during the Term (the “Business”
) in the United States. Each of the following
activities, without limitation, are deemed to constitute
engaged in the Business: engaging in, working
with, maintaining an interest in (other than interests of
less than 1% in companies with securities traded either on
the New York Stock Exchange, the American Stock Exchange, the
Nasdaq National Market, the Nasdaq SmallCap Market or traded
over-the-counter and quoted on the
Bulletin
Board), advising for a fee or other consideration, managing,
operating, lending money to (other than loans by commercial
banks), guaranteeing the debts or obligations of, or
permitting one’s name or any part thereof to be used in
connection with an enterprise or endeavor, either
individually, in partnership or in conjunction with any
individual, partnership, corporation, limited liability
company, association, joint stock company, trust, joint
venture or any other form of business organization,
unincorporated organization or governmental entity (or any
department, agency or subdivisio
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