CTO Employment Agreement

RETIREMENT AND POST-EMPLOYMENT AGREEMENT


THIS RETIREMENT AND POST-EMPLOYMENT AGREEMENT (the "Agreement") is made as of the close of business on the 20th day of May, 1997 (the "Effective Date"), by and between ALAN RICH, a citizen and resident of California ("Rich"), ELITE INFORMATION SYSTEMS, INC., a California corporation having its principal of business in Los Angeles, California ("Elite"), a wholly owned subsidiary of Broadway & Seymour, Inc., a Delaware corporation ("BSI") with its principal place of business in Charlotte, North Carolina. The parties hereto acknowledge as follows:


WITNESSETH:


WHEREAS, Rich has been employed by Elite as its President; and


WHEREAS, Rich intends to retire from employment as of December 31, 1997 (the "Retirement Date"); and


WHEREAS, Elite wishes to retain Rich's services as a consultant commencing on the Retirement Date; and


WHEREAS, the parties have voluntarily entered into this Agreement for the purpose of memorializing the parties' agreement concerning Rich's continued employment in 1997, effecting the termination of Rich's employment, providing certain specified benefits for Rich, memorializing the parties' agreement concerning Rich's post-employment consulting relationship with Elite and finally, fully and completely resolving amicably any and all matters actually or potentially in controversy between them.


NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter made by Rich and Elite, and for other good and valuable consideration, the receipt and sufficiency of which is hereby expressly acknowledged by the parties hereto, the parties agree as follows:


ARTICLE I
EMPLOYMENT OBLIGATIONS


Section 1.1 Employment through December 31, 1997. Elite shall continue to
employ Rich as its President through the Retirement Date, and
Rich hereby accepts such employment, upon the terms and
conditions hereinafter set forth. Until the Retirement Date, Rich
shall render services as Elite's President and shall perform such
specific duties in that capacity as Elite's Board of Directors
shall direct. Until the Retirement Date, Rich shall serve Elite
on a full-time basis, devoting his entire time, attention and
energies to the business of Elite during normal business hours.


Section 1.2 Payment through December 31, 1997. Elite shall pay Rich an annual
salary of $275,000, payable in semi-monthly installments, less
required state and federal tax withholding deductions,
retroactively to January 1, 1997 through the Retirement Date. 2


Section 1.3 1997 Bonuses. With respect to Rich's employment hereunder
through the Retirement Date, Rich shall be entitled to receive a
bonus of up to $50,000, payable quarterly by Elite, which shall
be determined based on quarterly financial objectives mutually
agreed upon in advance by Rich and Elite's Board of Directors.
Rich shall also be entitled to receive a bonus of up to $50,000,
payable quarterly by Elite, which shall be determined based on
quarterly general management objectives mutually agreed upon in
advance by Rich and Elite's Board of Directors. Rich shall be
entitled to an additional 1997 year-end bonus of 10% of Elite's
1997 net earnings in excess of the 1997 net earnings target of
$2,102,000, up to a maximum of $100,000, payable on or prior to
March 31, 1998 by Elite. For purposes of this Section 1.3,
Elite's 1997 net earnings shall mean earnings of Elite
(including its subsidiary, Elite International, Inc., and The
Minicomputer Company of Maryland, Inc.) before income taxes and
after software capitalization and amortization of acquisition
purchase price, for the year ending December 31, 1997,
calculated in accordance with Elite's current accounting
practices and on the same basis as Elite's 1997 net earnings
target. In addition, Rich shall be entitled to a 1997 "stay"
bonus of $250,000 for the full 1997 year payable on or prior to
January 31, 1998 contingent upon Rich remaining as an employee
of Elite and otherwise complying with this Agreement through and
including the Retirement Date.


Section 1.4 Standard Benefits. Until the Retirement Date, Elite shall
provide Rich with the standard benefits provided to Elite
employees generally as a group.


ARTICLE II
CONSULTING OBLIGATIONS


Section 2.1 Consulting Services. For a period of three years commencing on
the Retirement Date unless earlier terminated as provided below
(the "Consulting Period"), Rich shall provide such consulting
services to Elite as Elite shall request from time to time in an
amount not to exceed 12 weeks per year at such place and time as
mutually agreed. At any time after December 31, 1998, upon 30
days prior written notice, Rich may terminate his consultancy
hereunder. In such event, Elite shall have no further obligation
to pay the consulting fees set forth in Section 2.2 below and
Rich shall return to Elite any fees paid in advance for service
not yet rendered. During the Consulting Period, Rich shall serve
as an officer of Elite in the capacity of Chairman of the Board
and shall perform such duties in such capacity as the Board of
Directors of Elite shall from time to time determine. During the
Consulting Period, Rich shall also serve as a director of Elite.
During the Consulting Period, Rich may engage in any other
employment that is not otherwise prohibited by Section 4.4 below.


Section 2.2 Consulting Fee. During the Consulting Period, Elite will pay
Rich an annual fee of $100,000, payable bi-annually in advance.
Such payments are in addition to the non-compete payments to be
made pursuant to Section 5.5 below. Elite shall reimburse Rich
for reasonable travel and lodging expenses relating to providing
consulting services outside of Elite's premises which are
approved in advance by Elite. Rich's right of reimbursement is
contingent upon the submission of detailed expense reports with
appropriate receipts for travel expenses and compliance with
Elite's guidelines regarding appropriate expenditure levels.


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3 Section 2.3 Relationship of Parties. While Rich shall serve as an officer
and director of Elite during the Consulting Period and Elite has
the right to specify the objectives of Rich's services during
the Consulting Period, Rich shall be performing such services as
an independent contractor and not as an agent or employee of
Elite. Rich shall not be entitled to any benefits during the
Consulting Period and shall not be covered by Elite's worker's
compensation insurance. This Agreement involves a personal
relationship between Elite and Rich, and Rich may not assign or
delegate all or any part of the obligations hereunder without
written approval of Elite.


Section 2.4 Resignations. Upon the earlier of (i) termination of the
Consulting Period and (ii) the consummation of a Sale
Transaction (as such term is defined in the letter agreement
dated as of the date hereof between Rich and BSI), Rich shall
resign as an officer and director of Elite and any of its
subsidiaries or affiliated companies.


Section 2.5 Indemnification. During such time as Rich shall serve as an
officer and/or director of Elite or any of its subsidiaries or
affiliated companies, Elite shall (or shall cause such
subsidiary or affiliated company to) indemnify Rich in such
capacity in accordance with the applicable by-laws and shall
maintain (or cause BSI to maintain) directors and officers
insurance coverage substantially on the same terms as currently
maintained.


ARTICLE III
TERMINATION OF EMPLOYMENT


Section 3.1 Retirement. Rich shall resign as an employee of Elite and any
of its subsidiaries as of the Retirement Date.


Section 3.2 Unemployment Compensation. Elite shall not contest any
application for unemployment compensation that Rich may elect to
file after the Retirement Date.


Section 3.3 401(k) Profit Sharing. Rich shall receive all sums which he is
entitled to receive under the Broadway & Seymour, Inc. 401(k)
Profit Sharing Plan, if any, in accordance with Sections 5.1(a),
5.1(c), 5.4(a) and 5.4(c) of that Plan consistent with Rich's
employment hereunder until the Retirement Date.


Section 3.4 Employee Stock Purchase Plan. Rich shall receive all sums which
he is entitled to receive under the Broadway & Seymour, Inc.
Employee Stock Purchase Plan, if any, in accordance with Section
7.1(a) of that Plan consistent with Rich's employment hereunder
until the Retirement Date.


Section 3.5 Stock Option Plans. For the purpose of the Broadway & Seymour,
Inc. Restated 1985 Incentive Stock Option Plan and the Broadway
& Seymour, Inc. 1996 Stock Option Plan, pursuant to the terms
hereof Rich shall continue as an employee until the Retirement
Date, and Rich shall continue to vest in options and be
permitted to exercise any vested stock options until the
Retirement Date and thereafter in accordance with, and in the
manner set forth in, such plans. If


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such stock options are not exercised within the period set forth
in such plan, they shall be terminated. Unvested stock options
shall, in any event, lapse as of the Retirement Date to the
extent set forth in such plans.


Section 3.6 Business Expense Reimbursement. Elite shall be responsible for
any business expenses incurred by Rich prior to the Retirement
Date for which properly documented reimbursement requests have
been made prior to the Retirement Date or promptly thereafter.
Elite shall not be responsible for any business expenses
incurred by Rich on or after the Retirement Date except as
specified in this Agreement or as otherwise approved in advance
by Elite.


Section 3.7 No Other Benefits. Other than what may be provided herein, Rich
acknowledges that, as of his Retirement Date, he shall not have
the right to participate in or receive any benefit under any
employee benefit plan, any fringe benefit plan, or any other
plan, policy or arrangement of Elite or any of its affiliated
entities providing benefits or prerequisites to employees of
Elite generally or individually.


Section 3.8 Mutual Release. Except as otherwise specifically provided to the
contrary in this Agreement, Rich, on the one hand, and Elite, on
the other hand, for themselves and for their respective
officers, directors, agents, employees, successors, assigns,
affiliated entities, parents, subsidiaries, legal
representatives, heirs and executors for and in consideration of
the agreements contained in this Agreement, hereby forever
release, acquit, remise, quitclaim, and discharge each other,
and their affiliated entities, parents, subsidiaries,
successors, assigns, legal representatives, heirs, executors and
benefit plans (except with respect to any vested benefit), and
the officers, directors, employees and agents thereof, of and
from any and all actions, causes of action, claims, demands,
damages, costs, expenses, attorney's fees and all other
obligations of any type and nature whatsoever, from, on account
of, or in any way arising out of any claims, matters, contracts,
relationships or employment whether existing now or at any time
in the past, other than (a) claims arising from or relating to
the enforcement of this Agreement, (b) rights of ownership of
any capital stock of BSI now or hereafter held by Rich, (c)
rights under any option agreement between BSI and Rich, (d)
rights with respect to Elite's obligation to defend and
indemnify Rich in accordance with the provisions of Elite's
Articles of Incorporation and by-laws, or any other
indemnification agreement or laws, and (e) rights, if any, as an
insured party under any policy of insurance covering directors
or officers of BSI's subsidiaries.


Except as otherwise specifically provided to the contrary in
this Agreement, it is agreed and covenanted that this Release
covers all claims which the parties may have had, may now have
or could have relating to any matter, cause or thing whatsoever
occurring prior to the Effective Date, specifically including,
but not limited to all claims or demands arising out of or
relating to Rich's relationship with Elite as an employee,
officer and director, including, but not limited to, all claims
which Rich has had or now has and which could have been asserted
under local, state or federal statute or law with respect to all
matters concerning or arising out of Rich's relationships with
Elite as an employee, officer or director, including
specifically, but not limited to, any and all claims under or
for breach of fiduciary duty, breach of contract, fraud,
negligent misrepresentation,


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negligence, breach of criminal law, violation of federal or
state u ...