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Exhibit 10.14
FORM TIER 2
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:
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(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 agreement of liquidation) to
sell or otherwise dispose of all or substantially all of the
business or assets of the Company; or
However, no Sale shall be deemed to have occurred by a reason of
(A) any event involving a transaction in which the EMPLOYEE or
a group of persons or entities with whom or with which the EMPLOYEE
acts in
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