Amendment No. 1 to Retirement and Post-Employment Agreement between Elite Information Systems, Inc. and Alan Rich

Summary

This amendment updates the Retirement and Post-Employment Agreement between Elite Information Systems, Inc. and Alan Rich. It revises the terms of Rich's consulting services, specifying a three-year consulting period with a maximum of 12 weeks per year, and allows either party to terminate early with notice. Rich will act as an independent contractor, and non-competition obligations are clarified, including possible extension for six months with an additional payment. Payments to Rich are adjusted based on the duration of the consulting period and any extension of non-competition terms.

EX-10.16 3 v71074ex10-16.txt EXHIBIT 10.16 1 EXHIBIT 10.16 AMENDMENT NO. 1 This Amendment (the "Amendment") to the Retirement and Post-Employment Agreement (the "Agreement") is made as of September 30, 2000, and becomes effective on January 1, 2001 (the "Effective Date"), unless the Agreement is earlier terminated as provided therein. Capitalized terms not otherwise defined in this Amendment shall have the meanings set forth in the Agreement. 1. Section 2.1 is deleted and replaced with the following: "For a period of three years commencing on the Effective Date unless earlier terminated as provided below (the "Consulting Period"), Rich shall provided consulting services to Elite as Elite shall request from time to time in an amount not to exceed 12 weeks per year as such place and time as mutually agreed. Either party may terminate the Consulting Period effective on the first or second anniversary of the Effective Date by giving 90 days prior written notice of termination. The last day of the Consulting Period, whether the Consulting Period expires or is terminated prior to expiration as provided in the preceding sentence, shall be referred to as the "Termination Date." If either party terminates the Consulting Period before its expiration, Elite shall have no further obligation to pay the consultancy fees set forth in Section 2.2 below beyond the Termination Date. During the Consulting Period, Rich may engage in any other employment that is not otherwise prohibited by Section 4.4 below. 2. The first sentence of Section 2.3 is deleted and replaced with the following: "While 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." 3. Section 2.4 deleted. 4. In Section 4.4, the phrase "During the three year period following the Retirement Date," is deleted and replaced with the following: "During the Consulting Period, . . . ." The following sentence is inserted at the end of Section 4.4: "Rich agrees that Elite may, in its discretion, continue the restrictions of this Section 4.4 for a period of six (6) months following the Termination Date by paying Rich the Additional Payment (as defined in Section 4.5). 2 5. The first sentence of Section 4.5 is deleted and replaced with the following: "In exchange for the non-competition covenants given by Rich in Section 4.4 above, Elite shall pay Rich a total of $300,000 payable in six equal semi-annual installments bi-annually beginning January 1, 2001 provided, however, that Elite shall have no further obligation to make payments pursuant to this Section 4.5 if the Consulting Period is terminated prior to its expiration pursuant to Section 2.1. Should Elite elect to continue the noncompetition period for six (6) months following the Termination Date, Elite may do so by making an additional payment to Rich, within 30 days following the Termination Date, of $50,000 (the "Additional Payment")." ELITE INFORMATION SYSTEMS, INC. ALAN RICH By: /s/ CHRISTOPHER K. POOLE /S/ ALAN RICH -------------------------------- ---------------------------- Christopher K. Poole Chief Executive Officer