Employment And Severance Agreement

KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT


THIS AGREEMENT is made and entered into as of the ____ day of __________, 1998 by and between ABR INFORMATION SERVICES, INC., a Florida corporation (the "Company"), and _____________________________ (the "Executive").


W I T N E S S E T H:


WHEREAS, the Executive is employed by the Company and/or a subsidiary of the Company (the "Employer") in a key executive capacity and the Executive's services are valuable to the conduct of the business of the Company;


WHEREAS, the Executive possesses intimate knowledge of the business and affairs of the Company and has acquired certain confidential information and data with respect to the Company;


WHEREAS, the Company desires to ensure, insofar as possible, that it will continue to have the benefit of the Executive's services and to protect its confidential information and goodwill;


WHEREAS, the Company recognizes that circumstances may arise in which a change in control of the Company occurs, through acquisition or otherwise, thereby causing uncertainty about the Executive's future employment with the Employer without regard to the Executive's competence or past contributions, which uncertainty may result in the loss of valuable services of the Executive to the detriment of the Company and its shareholders, and the Company and the Executive wish to provide reasonable security to the Executive against changes in the Executive's relationship with the Company in the event of any such change in control;


WHEREAS, the Company and the Executive are desirous that any proposal for a change in control or acquisition of the Company will be considered by the Executive objectively and with reference only to the best interests of the Company and its shareholders; and


WHEREAS, the Executive will be in a better position to consider the Company's best interests if the Executive is afforded reasonable security, as provided in this Agreement, against altered conditions of employment which could result from any such change in control or acquisition.


NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the parties hereto mutually covenant and agree as follows:


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1. DEFINITIONS.


(a) Act. For purposes of this Agreement, the term "ACT" means the Securities Exchange Act of 1934, as amended.


(b) Affiliate and Associate. For purposes of this Agreement, the terms "AFFILIATE" and "ASSOCIATE" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations of the Act.


(c) Beneficial Owner. For purposes of this Agreement, a Person shall be deemed to be the "BENEFICIAL OWNER" of any securities:


(i) which such Person or any of such Person's Affiliates or
Associates has the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement,
arrangement or understanding, or upon the exercise of conversion rights,
exchange rights, rights, warrants or options, or otherwise; provided,
however, that a Person shall not be deemed the Beneficial Owner of, or to
beneficially own, (A) securities tendered pursuant to a tender or
exchange offer made by or on behalf of such Person or any of such
Person's Affiliates or Associates until such tendered securities are
accepted for purchase, or (B) securities issuable upon exercise of any
rights issued pursuant to the terms of a shareholder rights agreement at
any time before the issuance of such securities;


(ii) which such Person or any of such Person's Affiliates or
Associates, directly or indirectly, has the right to vote or dispose of
or has "beneficial ownership" of (as determined pursuant to Rule 13d-3 of
the General Rules and Regulations under the Act), including pursuant to
any agreement, arrangement or understanding; provided, however, that a
Person shall not be deemed the Beneficial Owner of, or to beneficially
own, any security under this subparagraph (ii) as a result of an
agreement, arrangement or understanding to vote such security if the
agreement, arrangement or understanding: (A) arises solely from a
revocable proxy or consent given to such Person in response to a public
proxy or consent solicitation made pursuant to, and in accordance with,
the applicable rules and regulations under the Act, and (B) is not also
then reportable on a Schedule 13D or Schedule 13G under the Act (or any
comparable or successor report); or


(iii) which are beneficially owned, directly or indirectly, by
any other Person with which such Person or any of such Person's
Affiliates or Associates has any agreement, arrangement or understanding
for the purpose of acquiring, holding, voting (except pursuant to a
revocable proxy as described in Section 1(c) (ii) above) or disposing of
any voting securities of the Company.


(d) Cause. For purposes of this Agreement, "CAUSE" for termination by the Company of the Executive's employment in connection with a Change of Control of the Company shall, for purposes of this Agreement, be limited to (i) the engaging by the Executive


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in intentional conduct not taken in good faith which has caused demonstrable and serious financial injury to the Company; (ii) conviction of a felony (as evidenced by binding and final judgment, order or decree of a court of competent jurisdiction, in effect after exhaustion of all rights of appeal); and (iii) continuing willful and unreasonable refusal by the Executive to perform the Executive's duties or responsibilities (unless such duties or responsibilities are significantly changed without the Executive's consent).


(e) Change in Control of the Company. For purposes of this Agreement, a "CHANGE IN CONTROL OF THE COMPANY" shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Act. Without limiting the inclusiveness of the definition in the preceding sentence, a Change in Control of the Company shall be deemed to have occurred if:


(i) any Person (other than any employee benefit plan of the
Company or of any subsidiary of the Company, any Person organized,
appointed or established pursuant to the terms of any such benefit plan
or any trustee, administrator or fiduciary of such a plan) is or becomes
the Beneficial Owner of securities of the Company representing at least
50% of the combined voting power of the Company's then outstanding
securities;


(ii) one-half or more of the members of the Board are not
Continuing Directors;


(iii) there shall be consummated (A) any merger of the Company or
share exchange involving the Company whether or not the Company is the
surviving corporation and or pursuant to which shares of the Company's
Common Stock would be converted into cash, securities or other property,
other than a merger or share exchange of the Company in which the holders
of the Company's Common Stock immediately prior to the merger would
receive at least 50% of the voting power of the common stock of the
surviving corporation immediately after the merger or share exchange, or
(B) any sale, lease, exchange or other transfer (in one transaction or a
series of related transactions) of all, or substantially all, of the
assets of the Company; or


(iv) the shareholders of the Company approve any plan or proposal
for the liquidation or dissolution of the Company.


(f) Code. For purposes of this Agreement, the term "CODE" means the Internal Revenue Code of 1986, including any amendments thereto or successor tax codes thereof.


(g) Contining Director. For purposes of this Agreement, the term "CONTINUING DIRECTOR" means any member of the Board of Directors of the Company (the "BOARD") who was a member of the Board on the date hereof, and any successor of a Continuing Director who is recommended to succeed a Continuing Director by a majority of the Continuing Directors then on the Board.


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(h) Covered Termination. Subject to Section 2(b) hereof, for purposes of this Agreement, the term "COVERED TERMINATION" means any termination of the Executive's employment where the Termination Date is any date prior to the end of the Employment Period.


(i) Employment Period. For purposes of this Agreement, the term "EMPLOYMENT PERIOD" means a period commencing on the date of a Change in Control of the Company, and ending at 11:59 p.m. Eastern Time on the earlier of the third anniversary of such date or the Executive's Normal Retirement Date.


(j) Good Reason. For purposes of this Agreement, the Executive shall have a "GOOD REASON" for termination of employment with the Company or any subsidiary of the Company in connection with a Change in Control of the Company in the event of:


(i) any material breach of this Agreement by the Company,
including specifically any breach by the Company of its agreements
contained in Sections 4, 5 or 6 hereof;


(ii) the removal of the Executive from, or any failure to reelect
or reappoint the Executive to, any of the positions held with the Company
or the Employer on the date of the Change in Control of the Company or
any other positions with the Company or the Employer to which the
Executive shall thereafter be elected, appointed or assigned, except in
the event that such removal or failure to reelect or reappoint relates to
the termination by the Company of the Executive's employment for Cause or
by reason of disability pursuant to Section 12 hereof;


(iii) a significant adverse change, without the Executive's
written consent, in the Executive's working conditions or status with the
Company or the Employer from such working conditions or status in effect
immediately prior to the Change in Control of the Company, including but
not limited to (A) a significant change in the nature or scope of the
Executive's authority, powers, functions, duties or responsibilities, or
(B) a significant reduction in the level of support services, staff,
secretarial and other assistance, office space and accoutrements; or


(iv) failure by the Company to enter into the Successor Agreement
referred to in Section 17(a) hereof and as provided therein.


(k) Normal Retirement Date. For purposes of this Agreement, the term "NORMAL RETIREMENT DATE" means the last day in the Company's fiscal year in which the Executive attains the age of 65.


(l) Person. For purposes of this Agreement, the term "PERSON" shall mean any individual, firm, partnership, corporation, limited liability company, or other entity, including any successor (by merger or otherwise) of such entity, or a group of any of the foregoing acting in concert.


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(m) Termination Date. For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term "TERMINATION DATE" means: (i) if the Executive's employment is terminated by the Executive's death, the date of death; (ii) if the Executive's employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and the Executive, the date of such early retirement which is set forth in such written agreement; (iii) if the Executive's employment is terminated for purposes of this Agreement by reason of disability pursuant to Section 12 hereof, the earlier of thirty (30) days after the Notice of Termination (as provided in Section 13 hereof) is given or one day prior to the end of the Employment Period; (iv) if the Executive's employment is terminated by the Executive voluntarily (other than for Good Reason), the date the Notice of Termination is given; and (v) if the Executive's employment is terminated by the Company (other than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing:


(i) if the Executive's employment is terminated by the Company
for Cause pursuant to Section 1(d)(iii) of this Agreement, and if the
Executive has cured the conduct constituting such Cause as described by
the Company in its Notice of Termination within thirty (30) days after
the Notice of Termination, then the Executive's employment hereunder
shall continue as if the Company had not delivered its Notice of
Termination;


(ii) if the Executive shall give the Company a Notice of
Termination for Good Reason and the Company notifies the Executive that a
dispute exists concerning the termination within the fifteen (15) day
period following the date of the Notice of Termination is given, then the
Executive may elect to continue the Executive's employment pending the
resolution of such dispute, and the Termination Date shall be determined
under this Section 1(m)(vii). If the Executive so elects and it is
thereafter determined that Good Reason did exist, the Termination Date
shall be the earliest of (A) the date on which the dispute is finally
determined, either (1) by mutual written agreement of the Executive and
the Company or (2) in accordance with Section 22 hereof, (B) the date of
the Executive's death, or (C) one day prior to the end of the Employment
Period. If the Executive so elects and it is thereafter determined that
Good Reason did not exist, then the employment of the Executive hereunder
shall continue after such determination as if the Executive had not
delivered the Notice of Termination asserting Good Reason and there shall
be no Termination Date arising out of such Notice of Termination. In
either case, this Agreement shall continue, until the Termination Date,
if any, as if the Executive had not delivered the Notice of Termination
except that, if it is finally determined that Good Reason did exist, the
Executive shall in no case be denied the benefits described in Sections
8(b) and 9 hereof (including a Termination Payment as defined in Section
9(b)) based on events occurring after the Executive delivered the Notice
of Termination;


(iii) if an opinion is required to be delivered pursuant to
Section 9(b)(ii) hereof and such opinion shall not have been delivered,
the Termination Date


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shall be the earlier of the date on which such opinion is delivered or
one day prior to the end of the Employment Period; or


(iv) except as provided in Section 1(m)(vii) above, if the party
receiving the Notice of Termination notifies the other party that a
dispute exists concerning the termination within the appropriate period
following receipt thereof and it is finally determined that the reason
asserted in such Notice of Termination did not exist or did not support
the basis asserted for the giving of such Notice of Termination, then (A)
if such Notice of Termination was delivered by the Executive, the
Executive will be deemed to have voluntarily terminated the Executive's
employment and the Termination Date shall be the earlier of the date
fifteen (15) days after the Notice of Termination is given or one day
prior to the end of the Employment Period, and (B) if such Notice of
Termination was delivered by the Company, the Company will be deemed to
have terminated the Executive other than by reason of death, disability
or Cause.


2. TERMINATION OR CANCELLATION PRIOR TO CHANGE IN CONTROL.


(a) Subject to Section 2(b) hereof and the terms of any written agreement between either the Company or the Employer and the Executive with respect to the employment of the Executive now or hereafter in effect, the Company (and the Employer) and the Executive shall each retain the right to terminate the employment of the Executive at any time prior to a Change in Control of the Company. Subject to Section 2(b) hereof, in the event the Executive's employment is terminated prior to a Change in Control of the Company, this Agreement shall be terminated and cancelled and of no further force and effect, and any and all rights and obligations of the parties hereunder shall cease.


(b) Anything in this Agreement to the contrary notwithstanding, if a Change in Control of the Company occurs and if the Executive's employment with the Employer is terminated (other than a termination due to the Executive's death or as a result of the Executive's disability) during the period of 180 days prior to the date on which the Change in Control of the Company occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of any Person who has taken steps reasonably calculated to effect a Change in Control of the Company, or (ii) otherwise arose in connection with or in anticipation of a Change in Control of the Company, then for all purposes of this Agreement such termination of employment shall be deemed a "COVERED TERMINATION."


3. EMPLOYMENT PERIOD. If a Change in Control of the Company occurs when the Executive is employed by the Employer, the Company will, or will cause the Employer to, continue thereafter to employ the Executive during the Employment Period, and the Executive will remain in the employ of the Employer in accordance with and subject to the terms and provisions of this Agreement. Any termination of the Executive's employment during the Employment Period, whether by the Company or the Employer, shall be deemed a termination by the Company for purposes of this Agreement.


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4. DUTIES. During the Employment Period, the Executive shall, in the same capacities and positions held by the Executive at the time of the Change in Control of the Company or in such other capacities and positions as may be agreed to by the Company and the Executive in writing, devote the Executive's best efforts and all of the Executive's business time, attention and skill to the business and affairs of ...