EXECUTIVE AGREEMENT

THIS EXECUTIVE AGREEMENT (this Agreement) is made effective for all purposes and in all respects as of the 1st day of August, 2004 by and between (i) Global Imaging Systems, Inc. a Delaware corporation (Employer), and (ii)C. Michael Moore (Executive).

WHEREAS, Employer desires to employ Executive as Vice President Finance.

WHEREAS, Executive desires to be employed by Employer in the aforesaid capacity; and

WHEREAS, Employer and Executive desire to set forth in writing the terms and conditions of their agreements and understandings.

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises herein contained, the parties hereto, intending to be legally bound, hereby agree as follows.

1. Duties of Executive.

a. Description of Duties. During the term of Executives employment hereunder, Executive shall serve, as Vice President Finance with such duties as are customary to a person holding such position in Executives industry. He shall, among other things, undertake and assume the responsibility of performing for and on behalf of Employer such duties as shall be assigned to Executive by any of Employers Chairman, Chief Financial Officer, President, Chief Operating Officer or Employers Board of Directors (the Board), at any time and from time to time. It is further understood and agreed that any modification in or expansion of Executives duties hereunder shall not, unless specifically agreed by Executive and Employer in a duly executed amendment of this Agreement, result in any modification of or increase or decrease in Executives compensation referred to in Section 3 hereof.

b. Performance of Duties. Executive covenants and agrees, at all times during his employment hereunder, to devote his full-time efforts, energies and skills to his duties as an Executive of Employer, to serve Employer diligently and to the best of Executives ability and at all times to act in compliance with Employers rules, regulations, policies and procedures as shall be in effect from time to time. Executive further covenants and agrees that he will not, directly or indirectly, engage or participate in any activities at any time during such employment which conflict with the business of Employer.

2. Term of Employment.

a. Term. The term of Executives employment with Employer hereunder shall commence on the date hereof and expire on April 1, 2008, unless sooner terminated in accordance with the provisions of Sections 2(b) or 2(c) hereof; provided, however, that the term of Executives employment with Employer shall be automatically extended for one (1) year on April 1, 2008 and on each subsequent April 1 unless Executive or Employer shall have given written notice to the other at least thirty (30) days prior thereto that the term of Executives

employment shall be not be so extended. If Employer chooses not to extend the term of this Agreement as provided in this Section 2(a), it shall pay to Executive a Severance Payment (as defined below) in accordance with Section 3(d), provided that such Severance Payment upon non-renewal by Employer shall be paid for a period of six (6) months.

b. Termination by Employer. Notwithstanding any other provision of this Agreement, Employer may terminate Executives employment under this Agreement (i) without any further obligation or liability at any time for Cause (as defined below) or (ii) at any time without Cause. Such termination shall be evidenced by delivery to Executive of a Notice of Termination (as defined below).

c. Termination by Executive. Notwithstanding any other provision of this Agreement, Executive may terminate his employment under this Agreement: (i) at any time for Good Reason (as defined below) or (ii) at any time without Good Reason. Such termination (with or without Good Reason) shall be evidenced by delivery to Employer of a Notice of Termination at least thirty (30) days prior to the effective date of such termination.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC