Exhibit 10.13
FORM TIER 1
TRANSITION BONUS
AGREEMENT
THIS BONUS AGREEMENT (“
Agreement ”) is made as of this
day of
2006 (the “ Effective Date ”), by and between
, an individual (“ EMPLOYEE ”), and Integral
Systems, Inc., a Maryland corporation (“ INTEGRAL
” or the “ Company ”), with reference to
the following facts:
RECITALS
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A.
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INTEGRAL is
exploring the possible sale of INTEGRAL and in connection therewith
INTEGRAL has provided for the bonus payments described
herein.
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B.
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INTEGRAL
recognizes that such a process can be a distraction to EMPLOYEE and
can cause EMPLOYEE to consider alternative employment opportunities
and, therefore, the purpose of the transition bonus described below
is to incent the EMPLOYEE to remain employed at INTEGRAL through
its sale date and remain employed or available for consulting for a
period of time following INTEGRAL’s sale, in order to
maintain the value of INTEGRAL, maintain operations at INTEGRAL,
continue to pursue new business, and facilitate a smooth transition
subsequent to the Sale.
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C.
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The purpose of
the success bonus described below is to align the EMPLOYEE’s
interests with the interests of the shareholders of INTEGRAL to
work to achieve the highest possible sale price for INTEGRAL. The
bonus is intended to incent the EMPLOYEE to remain employed at
INTEGRAL through its sale date, and to use EMPLOYEE’s best
efforts to maintain and increase the value of INTEGRAL through
business development and performance, all of which are intended to
help to attain the highest possible sale price for the
company.
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In consideration of the mutual
covenants herein contained, and in consideration of
EMPLOYEE’s continued employment by INTEGRAL, EMPLOYEE and
INTEGRAL agree as follows:
The following words and phrases as
used in this Agreement shall have the following
meanings:
(a) “ Base
Salary ” shall mean the higher of (i) the then
current base annual salary in effect for EMPLOYEE on the date of a
Sale of INTEGRAL and (ii) the base annual salary of EMPLOYEE
in effect immediately prior to the then current base annual
salary.
(b) “ Cause
” for termination by the Company of the EMPLOYEE’s
employment shall mean (i) the continued and material failure
of the EMPLOYEE to perform the duties of his or her position with
the Company which continued and material failure adversely affects
the Company or its business after notice and a reasonable
opportunity to cure; provided, however that the parties do not
intend that this Subsection 1(b)(i) address: (x) circumstances
that are outside of the EMPLOYEE’s control such as changes in
general business or economic conditions or in the industry in which
the Company operates; and/or (y) war, acts of war, terrorism,
or acts of terrorism (whether or not the foregoing are declared or
undeclared and whether or not the foregoing takes place in the
United States or outside the United States); (ii) material and
willful malfeasance by the EMPLOYEE in connection with the
performance of the duties of his or her position with the Company
that could in the good faith judgment of the Board (x) have a
material adverse impact on the Company’s business (provided
that prior to termination for such reason, the Company shall give
EMPLOYEE written notice of the acts constituting such cause, and
the Company shall give
EMPLOYEE a period of twenty (20) days
within which to cease and correct such acts, and if EMPLOYEE ceases
and corrects such acts this Agreement shall remain in effect),
(y) subject the Company to criminal penalties in excess of
$50,000, or (z) result in the incarceration of any officer,
director or employee of the Company; (iii) after the date
hereof, the EMPLOYEE’s being convicted of, or pleading
guilty or nolo contendere to, a felony that adversely affects the
Company or involves moral turpitude (i.e. an act that is base, vile
and depraved); (iv) fraud or embezzlement against the Company;
(v) the willful failure (other than failure resulting from
EMPLOYEE’s incapacity due to injury, physical or mental
illness or disability) of the Employee to obey in all material
respects any proper written direction of the Board to the EMPLOYEE,
provided the written direction is consistent with the job-related
responsibilities set forth in this Agreement (i.e. written
direction clarifying the EMPLOYEE’s job-related
responsibilities hereunder without expanding such responsibilities
beyond the scope hereof), and which has a material adverse effect
on the Company (provided that prior to termination for such reason,
the Company shall give EMPLOYEE written notice of the acts
constituting such cause, and the Company shall give EMPLOYEE a
period of twenty (20) days within which to cease and correct
such acts, and if EMPLOYEE ceases and corrects such acts this
Agreement shall remain in effect); or (vi) the willful and
material violation by the EMPLOYEE of any agreement with the
Company restricting competition against the Company, solicitation
of customers or employees of the Company and/or disclosure of
confidential or other information with respect to the Company. In
no event shall the Company be obligated to give EMPLOYEE notice and
cure rights on more than two (2) occasions.
(c) “ Sale
” shall mean the first of the following events to
occur:
(i) Any person or group (within the
meaning of Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)), other than
the Company or a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or a corporation
owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of stock of
the Company, becomes the beneficial owner (within the meaning of
Rule 13(d)(3) under the Exchange Act), directly or indirectly, of
securities representing 50% or more of the combined voting power of
the Company’s then-outstanding securities entitled generally
to vote for the election of directors;
(ii) The Company’s
stockholders approve an agreement to merge or consolidate with
another corporation (other than a majority-controlled subsidiary of
the Company) unless the Company’s stockholders immediately
before the merger or consolidation are to own more than 50% of the
combined voting power of the resulting entity’s voting
securities entitled generally to vote for the election of
directors;
(iii) The Company’s
stockholders approve an agreement (including, without limitation,
an agre
