EXHIBIT 10.1
Amendment to Employment,
Noncompetition and Nondisclosure Agreement
THIS Amendment to the Employment,
Noncompetition and Nondisclosure Agreement is made as of
September 29, 2005 by and between IDX Systems Corporation
(“IDX”), and James H. Crook, Jr.
(“Executive”).
BACKGROUND OF
AGREEMENT
IDX and Executive entered into an
Employment, Noncompetition, and Nondisclosure Agreement (the
“Employment Agreement”), dated January 1, 2003.
IDX and Executive entered into an Executive Retention Agreement
(“the ERA”), dated November 1, 2004. By this
Amendment, the parties wish to amend the Employment Agreement to
clarify the Executive’s rights pursuant to the Employment
Agreement in the event of a Change in Control as defined in the
ERA.
IN CONSIDERATION of the premises,
the covenants set forth herein, and other consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. SCOPE AND EFFECT
This Amendment modifies, supplements
and amends the Employment Agreement, and in the event of any
inconsistency between the terms of this Amendment and the terms of
the Employment Agreement, the terms of this Amendment shall govern
and control. In all other respects, the Employment Agreement is and
shall remain in full force and effect. Unless expressly indicated
to the contrary hereinbelow, the defined terms used in the
Amendment shall have the meanings ascribed to them in the
Employment Agreement.
2. AMENDMENTS
2.1 Section 14.2.4 (“Discharge
Without Cause or Resignation by the Executive for Good
Reason”) of the Employment Agreement shall be amended by
adding the following new sentence to the end of the section:
“This Section 14.2.4 shall not apply if the Change in
Control Date (as defined in the ERA
