Employment & Non-competition Agreement

EMPLOYMENT AND NONCOMPETITION AGREEMENT


THIS EMPLOYMENT AND NONCOMPETITION AGREEMENT (this "Agreement") is made as of this 28th day of June, 1996 by and between The L.P. Baier Company, a Virginia corporation ("Employer"), and Rick Snyder ("Executive").


RECITALS


WHEREAS, ABR Information Services, Inc., a Florida corporation ("ABR"), is this day acquiring all of the outstanding common stock of Employer for substantial consideration (the "Stock Exchange") pursuant to the terms and conditions of an Agreement and Plan of Reorganization by and among ABR, Employer, Executive and certain other parties (the "Acquisition Agreement");


WHEREAS, Executive is participating in the Stock Exchange by exchanging all of Executive's shares of Employer's common stock to ABR for a certain number of shares of ABR common stock;


WHEREAS, ABR intends to maintain Employer as a wholly-owned subsidiary corporation;


WHEREAS, the Executive has been employed by Employer as an executive officer, most recently as the President of Employer, and possesses an intimate knowledge of the business and affairs of Employer, its policies, operations, methods, procedures, personnel and customers (collectively, "Employer's Business");


WHEREAS, ABR and Employer recognize that Executive's contribution as an executive of Employer has been substantial and desire to assure Executive's continued employment with Employer;


WHEREAS, because of, among other matters, Executive's intimate knowledge of Employer's Business and Executive's reputation and relationships with, among others, customers, suppliers, employees and other agents of Employer, Employer recognizes the detrimental effect on Employer's Business which will result if Executive were to enter into competition with Employer within a reasonable period after the date hereof;


WHEREAS, it is a condition to ABR's obligation to acquire all of the outstanding common stock of Employer, and to Executive's obligation to transfer all of such common stock owned by Executive, under the Acquisition Agreement that Executive enter into this Agreement;


WHEREAS, the parties acknowledge that each other is reasonably relying upon the execution of this Agreement and intend that each other so rely in connection with the Stock Exchange; and 2


WHEREAS, Employer desires to hire Executive on an exclusive basis, and Executive desires to be so hired by Employer, all in accordance with the terms and conditions hereinafter set forth.


NOW, THEREFORE, in consideration of the covenants and agreements of the parties herein contained, and as an inducement to ABR the acquire the outstanding common stock of Employer (including those shares owned by Executive), the parties hereto, intending to be legally bound hereby, agree as follows:


1. EMPLOYMENT AND DUTIES. Employer hereby agrees to employ Executive as the President of Employer on the terms and conditions set forth herein, and Executive hereby agrees to remain in the employ of Employer on such terms and conditions. Executive shall serve as a director or in such additional offices of Employer or any of its affiliates to which Executive may be duly appointed or elected. Executive shall perform such duties as shall be assigned to him from time to time by, and Executive shall report directly to, the Board of Directors of Employer or by the Chairman of the Board of Directors of Employer, who is intended to be Mr. James MacDougald after the consummation of the Stock Exchange. Executive agrees to devote his full business time and effort on an exclusive basis to the diligent and faithful performance of such duties. Notwithstanding the foregoing, Executive shall not violate the provisions of this Section 1 by serving as a member of the board of directors of Electronic Transmission Corporation. Executive shall perform his duties for Employer from Employer's offices located within 30 miles of Employer's current location except for periodic travel that may be necessary in connection with the performance of Executive's duties hereunder. Executive acknowledges that under the applicable federal securities laws and regulations of the Securities and Exchange Commission ("SEC"), the Executive may be deemed to be an "executive officer" of ABR. During the Executive's employment by Employer, Executive agrees to comply with the SEC regulations applicable to executive officers of ABR, and to cooperate with ABR with respect to any disclosure or other requirements of such laws and SEC regulations.


2. TERM. The term of Executive's employment hereunder shall commence on the date hereof and shall continue until the third anniversary of the date hereof, unless earlier terminated in accordance with the terms hereof (the "Term"). After the expiration of the Term, the Executive's employment by Employer shall continue and be subject to termination pursuant to the terms of this Agreement.


3. COMPENSATION. As compensation for his performance of services as an employee and executive officer of Employer hereunder, Executive shall during the Term receive an annual salary at the rate of One Hundred Ten Thousand Dollars ($110,000) payable, as nearly as practicable, in equal semimonthly installments (less applicable taxes, deductions and withholding) payable by Employer. In addition to annual salary compensation, Executive shall be entitled to receive bonus compensation to the extent (i) bonus compensation is made generally available by Employer to its officers and (ii) Executive meets any performance criteria established as a prerequisite to the payment of bonus compensation. After the Term, Executive's compensation


2 3


shall be as agreed between Employer and Executive. Executive shall not be entitled to receive any compensation or other benefits in addition to those expressly provided for in this Agreement.


4. OTHER BENEFITS AND EXPENSES. Executive shall be entitled to paid vacation in accordance with the existing vacation policies and practices of Employer with respect to Executive. Executive shall be eligible to participate in such employee benefits plans, if any, which Employer may from time to time make generally available to its officers, and such employee benefits plans and other benefits which ABR makes generally available to the executive officers of its subsidiaries. Employer shall reimburse Executive for all expenses reasonably incurred by Executive on behalf of Employer or in fulfilling his obligations hereunder, subject to the receipt of verifying documentation acceptable to Employer in accordance with Employer's policies regarding the reimbursement of employee business expenses.


5. CONFIDENTIAL INFORMATION--INVENTIONS.


(a) Executive has acquired and will acquire
information and knowledge respecting the intimate and confidential
affairs of Employer in the various phases of Employer's Business,
including, without limitation, confidential information with respect
to finances, customer lists, operations, processes, apparatus,
equipment, packaging, services, marketing and distribution methods.
Accordingly, and provided that a material breach of the terms and
conditions of this Agreement by Employer is not continuing, Executive
agrees that he shall not, during the period of his employment with
Employer or thereafter, use for his own benefit any such confidential
information acquired during the term of his employment with Employer
(whether or not such employment is or was pursuant to this Agreement).
Further, during the period of his employment and thereafter, Executive
shall not, without the written consent of the Board of Directors of
Employer or a person duly authorized thereby, disclose to any person,
other than an employee of Employer or a person to whom disclosure is ...