text:
Amended and Restated Employment Agreement
by and between
CareScience, Inc. and Thomas Zajac
This Amended and Restated Employment Agreement (this "Agreement") is made and entered into April 11, 2003 (the "Effective Date") by and between CareScience, Inc., a Pennsylvania corporation (the "Company"), and Thomas Zajac ("Executive").
WHEREAS Executive and the Company previously entered into that certain Employment Agreement dated November 1, 1999 (the "Prior Employment Agreement");
WHEREAS, Executive and the Company are executing and delivering this Agreement to amend and restate in its entirety the Prior Employment Agreement;
WHEREAS, the non-management members of the Company's Board of Directors have approved the execution and delivery of this Agreement by the Company.
NOW THEREFORE, the parties hereto, in consideration of the promises and mutual covenants and agreements contained herein, voluntarily and knowingly, and intending to be legally bound hereby, covenant and agree as follows:
1. Employment and Duties.
(a) The Company hereby employs Executive during the Employment Period (as hereinafter defined in Section 2) to render services to the Company as its Senior Vice President and Chief Operating Officer. Executive shall also be involved in business development, marketing and other activities as directed by the Company's President or Chief Executive Officer. Unless otherwise agreed, Executive shall be based within the Philadelphia, PA metropolitan area, but will be required to travel as part of his employment. Executive hereby accepts such employment and agrees to render the services described herein, all on the terms and conditions of this Agreement.
(b) Executive agrees to devote his entire working time, attention and energies to the performance of the business of the Company and its affiliates (as hereinafter defined); and Executive shall not, directly or indirectly, alone or as a member of any partnership or other organization, or as an officer, director or employee of any other corporation, partnership or other organization, be actively engaged in or concerned with any other duties or pursuits which, in the reasonable judgment of the Company, interfere with the performance of his duties hereunder, or which, even if non-interfering, are contrary to the best interests of the Company and its affiliates; provided, however, that Executive may invest his personal or family assets in such form or manner as will not require any services on his part in the operation of the affairs of the enterprises in which such investments are made and in which his participation is solely that of a minority investor; further, provided, that Executive may engage in academic, charitable, civic, fraternal or trade group activities, so long as such activities shall not violate any provision of this Agreement or interfere with his performance hereunder or compliance with the restrictions contained herein. As used herein, the term "affiliate" means and includes any person, corporation or other entity controlling, controlled by or under common control with the Company.
2. Term of Employment.
Executive's employment under this Agreement commenced as of the date of the Prior Employment Agreement and shall continue through 5:00 p.m. on December 31, 2004 (the "Stated Term") unless terminated earlier as provided herein. The Company and Executive may, by mutual written agreement, extend the term of Executive's employment beyond the Stated Term. Unless the Company delivers to Executive, prior to July 1, 2004, written notice of its intention to extend the term of Executive's employment beyond the Stated Term, the Company shall be presumed to have elected not to extend such term, but such presumption shall not preclude Executive and the Company from subsequently
agreeing in writing to an extension. The term "Employment Period" shall mean the period that commenced on the Effective Date and that continues until the earlier of (i) the end of the Stated Term and (ii) the date that Executive's employment with the Company terminates for any reason (whether with or without Cause, upon a resignation for Good Reason, or otherwise).
3. Compensation and Benefits.
(a) As compensation for the services to be rendered by Executive hereunder, including all services to any subsidiary of the Company, the Company agrees to pay or cause to be paid to Executive, during the Employment Period, an annual base salary of $231,750 (the "Base Salary"). Executive's Base Salary shall be payable in such installments as is the policy of the Company generally with respect to employees of the Company.
(b) In the event that the Company and Executive do not agree in writing to extend the Stated Term, and if Executive remains employed by the Company at the expiration of the Stated Term, then the Company shall pay to Executive, within fifteen (15) days after the expiration of the Stated Term, $75,000 (the "Expiration Severance Amount").
(c) In the event that a Change in Control (as hereinafter defined) occurs prior to expiration of the Stated Term and Executive is employed by the Company as of the day immediately prior to such occurrence, Executive shall be entitled to a bonus in the amount of $120,000 (the "Special Bonus"), payable within two (2) days of the date of such occurrence. In addition, in the event that a Change in Control occurs prior to the expiration of the Stated Term and if Executive's employment with the Company terminated at any time during the one hundred eighty (180) day period preceding such occurrence, either (a) pursuant to Section 7(a)(iv) [i.e., a termination by the Company other than for Cause or Executive's death or disability] or (b) pursuant to Section 7(b) [i.e., a resignation by Executive for Good Reason], then Executive shall be entitled to payment of the Special Bonus within two (2) days after the occurrence of the Change in Control. As used in this Agreement, "Change in Control" means the occurrence of any of the following:
(i) the sale, lease, transfer, conveyance or other disposition (other than by merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its subsidiaries taken as a whole;
(ii) the adoption by the Board of Directors of the Company of a plan of liquidation or dissolution of the Company;
(iii) the consummation of any transaction (including without limitation, any merger or consolidation) that results in any "person" (as such term is used in Section 13(d)(3) of the Exchange Act) becoming the "beneficial owner" (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the voting stock of the Company (as measured by voting power rather than the number of shares); or
the consolidation or merger of the Company with or into any person, other than a consolidation or merger where the shareholders of the Company immediately prior to such consolidation or merger own, immediately after such consolidation or merger, a majority of the combined voting power of the Company or other entity surviving such transaction.
(d) The Company shall pay or reimburse Executive for all reasonable expenses actually incurred or paid by him during the Employment Period in the performance of his services under this Agreement, upon presentation of expense statements or vouchers or such other supporting information as it reasonably may require.
(e) Executive may receive bonuses on such dates, in such amounts and on such other terms as may be determined by the Board, in its sole discretion (such bonuses, if any, are collectively referred to in this Agreement as "Incentive Compensation"). The Company shall furnish Executive
with office space, secretarial support and such other facilities and services as shall be convenient and adequate for the performance of his duties as set forth in this Agreement.
(f) During the Employment Period, the Company shall provide to Executive and the members of his immediate family, at the Company's expense, medical and dental insurance covering its executives generally.
(g) During the Employment Period, Executive shall be eligible under any group life and/or disability insurance covering Company executives generally.
(h) During the Employment Period, Executive shall be entitled to four (4) weeks paid vacation plus all federal holidays, in each calendar year.
(i) No changes shall be made in any benefits, insurance plans, or perquisites that would adversely affect Executive unless such change occurs pursuant to a program applicable to all Company executives and does not result in a proportionately greater reduction in the rights or benefits of Executive as compared with any other executive of the Company. Nothing paid to Executive under Sections 3(d), (e), (f) and (g) shall be deemed to be in lieu of the Base Salary and other payments to which Executive would be otherwise entitled under Sections 3(a), (b) and (c).
(j) All payments by the Company to Executive under this Agreement, including without limitation, payment of the Base Salary and, if applicable, any bonuses and the Expiration Severance Amount, shall be subject to all applicable withholding taxes.
4. Confidentiality.
(a) Subject to the last two sentences of this Section, Executive shall not, during the Employment Period, or at any time following the expiration or termination of this Agreement, directly or indirectly, disclose or permit to be known (other than (i) as is reasonably required in the regular course of his duties, including disclosures to the Company's advisors and consultants, (ii) as required by law or (iii) with the prior written consent of the Company), to any person firm or corporation, any confidential information acquired by him during the course of or as an incident to, his employment or the rendering of services hereunder, relating to the Company or any of its subsidiaries, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by or controlling the Company or its subsidiaries. Such confidential information shall include, but shall not be limited to, business affairs, proprietary technology, trade secrets, patented or copyrighted processes, research and development data, know-how, market studies and forecasts, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information which becomes publicly available other than pursuant to a breach of this Section 4 by Executive and shall not apply to any confidential information which is disclosed to Executive from a third party that discloses such information without breaching a confidentiality obligation. In addition, the confidentiality obligation shall not restrict disclosures by Executive intended for the benefit of the Company.
(b) All information and documents, records and reports relating to the Company and its affiliates as hereinabove described shall be the exclusive property of the Company and upon termination of Executive's employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof, then in Executive's possession or control shall be returned and left with the Company.
5. Non-Competition.
Executive and the Company have previously executed and are subject to the terms and conditions of a Non-Competition Agreement (the "Non-Competition Agreement"). The Non-Competition Agreement shall have no further force or effect if Executive's employment hereunder is terminated by the Company, under Section 7, for any reason other than "Cause" (as defined in Section 7) or if Executive terminates his employment for "Good Reason" (as defined in Section 7).
6. Equitable Remedies and Enforceability of Covenants.
(a) If Executive commits a breach, or threatens to commit a breach, of any of the provisions hereof or under the Non-Competition or Nondisclosure, Proprietary Information and Invention Assignment Agreements, it is acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company.
(b) If any of the covenants contained herein or under the Non-Competition or Nondisclosure, Proprietary Information and Invention Assignment Agreements, or any part hereof or thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.
(c) If any of the covenants contained herein or under the Non-Competition or Nondisclosure, Proprietary Information and Invention Assignment Agreements, or any part hereof or thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration, scope and/or areas of such provision and, in its reduced form, such provision shall then be enforceable.
(d) The existence of any claim or cause of action by Executive against the Company or any affiliate of the Company shall not constitute a defense to the enforcement by the Company of the covenants contained herein, but such claim or cause of action shall be litigated separately.
7. Termination by the Company.
(a) The Company may terminate Executive's employment at any time prior to expiration of the Stated Term without any breach of this Agreement only upon written notice to Executive and as provided in any of clauses (a)(i), (ii), (iii) and (iv) of this Section 7.
(i) The Company may terminate Executive's employment for Cause if there exists Cause for termination and the Company delivers to Executive written notice within sixty (60) days of knowledge by the Board of an event constituting such Cause. For purposes of this Agreement, the term "Cause" means:
(1) The willful failure by Executive to substantially perform his duties or obligations hereunder (other than any such failure resulting from Executive's incapacity due to physical or mental illness or leaves of absence to which Executive is entitled and other than breaches of the covenants set forth in Section 4 hereof or under the Non-Competition Agreement or the Nondisclosure, Proprietary Information and Invention Assignment Agreement (as hereinafter defined) which events are governed by clause (6) below), resulting, or reasonably likely to result, in material harm to the Company; provided such failure remains uncured for a period of twenty (20) days after written notice describing the same is received by Executive;
(2) Executive's conviction (which, through lapse of time or otherwise, is not subject to appeal) of any felonious crime or offense;
(3) the unauthorized securing by Executive of any personal profit in connection with the business of the Company or any of its subsidiaries;
(4) use of any unlawful controlled substance or the use of alcohol to the extent that it interferes on a continuous and material basis with the performance of Executive's duties under the Agreement;
(5) the commission of any act involving dishonesty or fraud which, in the good faith opinion of the Board, is harmful to the Company; or
(6) any material breach by Executive of the terms of Section 4 of this Agreement (relating to confidentiality) or under the Non-Competition Agreement or the Nondisclosure, Proprietary Information and Invention Assignment Agreement; provided such breach continues uncured for ten (10) business days after written notice of such breach has been received by Executive from the Company.
For purposes of the definition of "Cause" under this Agreement, no act, or failure to act, on Executive's part shall be considered "willful" or constitute grounds for termination if such act was done, or omitted to be done, in good faith and in the reasonable belief that such action or omission was in the best interest of the Company. Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a copy of the resolution, duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board, at a meeting of the Board (after notice to Executive and an opportunity for Executive, together with Executive's counsel, to be heard before the Board prior to its taking such action), finding that in the opinion of the Board, Executive engaged in conduct set forth in any of clauses (1)-(6) above, and specifying the particulars thereof (a "Notice of Termination for Cause").
Upon termination of Executive's employment for Cause by the Company, Executive shall only be entitled to receive his Base Salary through the day on which his termination occurs, together with any performance or special Incentive Compensation earned but not yet paid at the time of such termination; and any other compensation and benefits to which Executive may be entitled under applicable plans, programs and agreements of the Company through the date of such termination, and the Company shall have no further obligation to Executive.
(ii) Executive's employment with the Company shall terminate upon Executive's death prior to the expiration of the Stated Term. Upon Executive's death prior to the expiration of the Stated Term, Executive's legal representatives shall only be entitled to receive his Base Salary through the last day of the third month after the month in which his death occurs, together with any performance or special Incentive Compensation earned but not yet paid at the time of death; a pro rata performance Incentive Compensation bonus for any performance-based bonus paid to all executives of the Company in the year in which such termination for death occurs; and any other compensation and benefits to which Executive and his legal representatives may be entitled under applicable plans, programs and agreements of the Company, including without limitation, the proceeds of any applicable life insurance policies (in which Executive's estate or heirs are the beneficiaries) through the date of death, and the Company shall have no further obligation to Executive or his legal representatives.
(iii) The Company may terminate Executive's employment if Executive shall become physically or mentally disabled so that he is unable substantially to perform his services hereunder for a period of 120 consecutive days or 180 non-consecutive days in any 365 day period. Upon termination of Executive's employment due to physical or mental disability, the Company's only remaining obligation to Executive shall be to continue to pay Executive his Base Salary through the date of such termination, together with any performance or special
Incentive Compensation earned but not yet paid at the time of termination for disability; a pro rata performance Incentive Compensation bonus for any performance-based bonus paid to all executives of the Company in the year in which such termination for disability occurs; and any other compensation and benefits to which Executive and his legal representatives may be entitled under applicable plans, programs and agreements of the Company, including without limitation, the proceeds of any applicable disability insurance policies through the date of such termination, and the Company shall have no further obligation to Executive or his legal representatives.
(iv) The Company may terminate Executive's employment at any time at the Company's sole discretion for any reason or for no reason (other than Cause or Executive's death or disability), provided that the Company (in satisfaction of all obligations to Executive, other than as and to the extent provided in the second sentence of Section 3(c)): (1) pays to Executive an amount equal to the Termination Obligation Amount (as hereinafter defined), together with any other compensation and benefits to which Executive may be entitled under applicable plans, pro rated through the date of Executive's termination of employment (the sum of these amounts are collectively referred to as the "Total Severance Amount") and (2) in lieu of continuation coverage under COBRA (29 U.S.C. §§ 1161 - 1169), provides Executive (and, if covered immediately prior to such cessation of employment, Executive's spouse and dependents) with continuation of the medical, dental, vision, life insurance and long-term disability coverage received by him under Company-sponsored plans immediately prior to such cessation (or, at the Company's option, substantially comparable coverage or an amount in cash equal to Executive's after-tax cost of obtaining such coverage on an individual basis) for a period equal to the Applicable Period (as hereinafter defined) following such cessation of employment. Payment of the Total Severance Amount, if required, shall be made at the Company's option either (i) in equal monthly installments over the lesser of nine (9) months or the remaining term of this Agreement, as the case may be, or (ii) in a lump-sum payment within fifteen (15) days following the termination of Executive's employment. The term "Termination Obligation Amount" shall mean an amount equal to $173,813; provided, however, that if, as of the date Executive's employment with the Company terminates, the Aggregate Unpaid Amount (as hereinafter defined) is less than $173,813, then the Termination Obligation Amount shall mean an amount equal to the Aggregate Unpaid Amount as of the date Executive's employment with the Company terminates. The term "Aggregate Unpaid Amount" shall mean the sum of (i) the Expiration Severance Amount plus (ii) the aggregate amount of Base Salary that was scheduled to be paid between the date Executive's employment with the Company terminated and the expiration of the Stated Term. Except as provided in this Section 7(a)(iv), upon a termination of Executive's employment under this Section 7(a)(iv), the Company shall have no further obligation to Executive. The term "Applicable Period" shall mean two hundred seventy (270) days; provided, however, that if the sum of (i) the number of days between the date of termination of Executive's employment and the expiration of the Stated Term plus (ii) one hundred twenty (120) days is less than two hundred seventy (270), then the Applicable Term shall mean such lesser number of days.
(b) Executive may resign, without any breach of this Agreement, for "Good Reason"; provided that Executive has provided written notice (a "Good Reason Notice") to the Company stating that an event included in the definition of "Good Reason" has occurred, specifying such event, and stating that unless such event is cured, Executive will terminate his employment, and such event continues uncured for ten (10) business days after such written notice from Executive
has been received by the Company. Good Reason shall exist if any one or more of the following events shall occur:
(i) a material breach of the terms of this Agreement by the Company;
(ii) a material breach by the Company of any other material agreement with Executive;
(iii) Executive is removed from Executive's position as set forth in this Agreement for any reason other than the termination of his employment pursuant to Section 7 or expiration of the Stated Term, or Executive suffers any material diminution in the authority, duties or responsibilities normally associated with the position of Senior Vice President and Chief Operating Officer;
(iv) Executive's benefits under any material employee benefit plan or program of the Company or his incentive or equity opportunity under any material incentive or equity program of the Company is or are reduced if similar reductions are not made for substantially all other senior executives;
(v) the Company fails to obtain the written agreement of any successor to the Company to assume and perform this Agreement.
In the event Executive resigns for Good Reason, the Company shall: (1) pay to Executive the Total Severance Amount in a lump within fifteen (15) days of such resignation and (2) in lieu of continuation coverage under COBRA (29 U.S.C. §§ 1161 - 1169), provide Executive (and, if covered immediately prior to such cessation of employment, Executive's spouse and dependents) with continuation of the medical, dental, vision, life insurance and long-term disability coverage received by him under Company-sponsored plans immediately prior to such cessation (or, at the Company's option, substantially comparable coverage or an amount in cash equal to Executive's after-tax cost of obtaining such coverage on an individual basis) for a period equal to the Applicable Term. Except as provided in this Section 7(b) and other than as and to the extent provided in the second sentence of Section 3(c), upon a termination of Executive's employment under this Section 7(b), the Company shall have no further obligation to Executive.
(c) Upon any termination of Executive's employment under this Section 7, including without limitation, a resignation for Good Reason, Executive shall be deemed to have resigned from all positions as an officer and/or director of the Company and any of its subsidiaries.
(d) In the event of any termination of Executive's employment hereunder for Good Reason, he shall be under no obligation to seek other employment, and there shall be no offset against amounts due him under the Agreement on account of any remuneration attributable to any subsequent employment that he may obtain; provided, however, that if Executive obtains any of the insurance coverages that the Company has agreed to provide to Executive pursuant to Section 7(a)(iv) or Section 7(b), then the Company's obligation to provide or pay for any such coverages shall cease. Any amounts due Executive under this Agreement in the event of any termination of his employment with the Company are in the nature of severance payments, or liquidated damages which contemplate both direct and consequential damages that he may suffer as a result of the termination of his employment, or both, and are not in the nature of a penalty.
(e) Notwithstanding any provision of the Agreement, payment by the Company to Executive of the Expiration Severance Amount pursuant to Section 3(b) and any payment by the Company to Executive of the Total Severance Amount shall be conditioned on Executive's execution and delivery to the Company of a release substantially identical to that attached hereto as Exhibit A, and the non-revocation of such release during the revocation period provided for in Section 5 thereof.
8. Inventions Discovered by Executive.
Executive has previously executed and is subject to the terms and conditions of a Nondisclosure, Proprietary Information and Invention Assignment Agreement (the "Nondisclosure, Proprietary Information and Invention Assignment Agreement").
9. Representations and Agreements of Executive.
(a) Executive represents and warrants that he is free to enter into this Agreement and to perform the duties required hereunder, and that there are no employment contracts or understandings, restrictive covenants or other restrictions, whether written or oral, preventing the performance of his duties hereunder or which would be harmful to the Company.
(b) Executive agrees to submit to a medical examination and to cooperate and supply such other information and documents as may be required by any insurance company in connection with the Company's obtaining life insurance on the life of Executive, if the Company so desires, or any other type of insurance or fringe benefits as the Company shall determine from time to time to obtain.
10. Arbitration.
Any controversy or claim arising out of or relating to this Agreement (or breach thereof) shall be settled by arbitration in Philadelphia, Pennsylvania, in accordance with the rules then existing of the American Arbitration Association (three arbitrators), and judgment upon the award rendered may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, the Company, at its sole option, shall be entitled to seek and obtain equitable relief from any court of competent jurisdiction, including, without limitation, temporary, preliminary and permanent injunctive relief and specific performance with respect to alleged violations of Sections 4 and 5 of this Agreement, Section 1 of the Non-Competition Agreement or under the Nondisclosure, Proprietary Information and Invention Assignment Agreement, and the Company's pursuit of the remedies described in Section 6 hereof in connection therewith. The parties shall be free to pursue any remedy before the arbitration tribunal that they shall be otherwise permitted to pursue in a court of competent jurisdiction. The award of the arbitrators shall be final and binding and may be enforced by any court as if it were a judgment of that court, and may include interest at a rate or rates considered just under the circumstances by the arbitrators. The substantive law of the Commonwealth of Pennsylvania shall be applied by the arbitrators to the resolution of the dispute, provided that the arbitrators shall base their decision on the express terms, covenants and conditions of this Agreement. The arbitrators shall be required to produce a written decision setting forth the reasons for the decision or award to be made. The parties agree that the arbitrators shall have no power to alter or modify any express provision of this Agreement or to render any award which, by its terms, effects any such alteration or modification. Upon written demand to any party to the arbitration for the production of documents and things reasonably related to the issues being arbitrated, the party upon whom such demand is made shall promptly produce, or make available for inspection and copying, such documents and things without the necessity of any action by the arbitrators.
11. Legal Fees.
It is the intent of the parties that Executive not be required to incur any expenses associated with the enforcement of Executive's rights under this Agreement by litigation, mediation or other legal action, unless a court determines that Executive's legal action is frivolous. Accordingly, the Company agrees to pay as incurred, to the full extent permitted by law, all expenses (including all attorney's fees and legal expenses) which Executive may reasonably incur as a result of any arbitration, litigation, mediation or other legal action (regardless of the outcome thereof) concerning the validity or enforceability of, or liability under, any provision of this Agreement, unless a court determines that Executive's legal action is frivolous.
12. Notices.
All notices, requests, consents and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if sent by private overnight mail service (delivery confirmed by such service), registered or certified mail (return receipt requested and received), telecopy (confirmed receipt by return fax from the receiving party) or delivered personally, as follows (or to such other address as either party shall designate by notice in writing to the other in accordance herewith:
to the Company:
CareScience, Inc.
3600 Market Street, 6th Floor
Philadelphia, PA 19104
Telephone: 215/387-9401
Fax: 215/387-9406
to Executive:
5 Turnberry Court
Moorsetown, NJ 08057
Attention: Thomas Zajac
Telephone: (856) 265-4400
Fax: [ ]
13. General.
(a) This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania applicable to agreements made and to be performed entirely in Pennsylvania.
(b) This Agreement and the Exhibits attached hereto set forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes all prior and contemporaneous agreements, arrangements and understandings, written or oral, relating to the subject matter hereof and thereof. No representation, promise or inducement has been made by either party that is not embodied in this Agreement or any of the agreements referred to herein, and neither party shall be bound by or liable for any alleged representation, promise or inducement not so set forth.
(c) This Agreement may be amended, modified, superseded, canceled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of a party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by a party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, or any one or more continuing waivers of any such breach, shall constitute a waiver of the breach of any other term or covenant contained in this Agreement.
(d) This Agreement shall be binding upon the legal representatives, heirs, distributes, successors and assigns of the parties hereto.
(e) Employee agrees to act in good faith in exercising any authority to take a corporate action as a director or officer to effect termination of employment hereunder.
(f) This Agreement amends and restates in its entirety the Prior Employment Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
/s/ RONALD A. PAULUS
Name: Ronald A. Paulus
Title: President
/s/ THOMAS ZAJAC
Thomas Zajac
THIS RELEASE AND NON-DISPARAGEMENT AGREEMENT (this "Release") is made as of the day of , by and between (the "Executive") and CARESCIENCE, INC. (the "Company").
WHEREAS, the Executive's employment as an executive of the Company has terminated; and
WHEREAS, pursuant to the Amended and Restated Employment Agreement by and between the Company and the Executive dated , 2003 (as amended, the "Employment Agreement"), the Executive will be entitled to receive payments that, pursuant to Section 7(e), are subject to his execution and delivery of this Release.
NOW THEREFORE, in consideration of these premises and the mutual promises contained herein, and intending to be legally bound hereby, the parties agree as follows:
1. Consideration. The Executive acknowledges that the payments that, pursuant to Section 7(e) of the Employment Agreement, are conditioned on his execution and delivery of this Release (the "Severance Benefits") constitute full settlement of all his rights under the Employment Agreement, (b) except as provided specifically in the Employment Agreement, he has no entitlement under any other severance or similar arrangement maintained by the Company, and (c) except as provided specifically in this Release, the Company does not and will not have any other liability or obligation to the Executive. The Executive further acknowledges that, in the absence of his execution and delivery of this Release, the Severance Benefits would not otherwise be due to him.
2. Release and Covenant Not to Sue.
(a) The Executive hereby fully and forever releases and discharges the Company (including all predecessors and successors, assigns, officers, directors, trustees, employees, agents and attorneys, past and present) from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, arising through the date of this Release, out of the Executive's employment by the Company or the termination thereof, including, but not limited to, any claims for relief or causes of action under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., or any other federal, state or local statute, ordinance or regulation regarding discrimination in employment and any claims, demands or actions based upon alleged wrongful or retaliatory discharge or breach of contract under any state or federal law.
(b) The Executive expressly represents that he has not filed a lawsuit or initiated any other administrative proceeding against the Company (including for purposes of this Section 2.2, its parents, affiliates and subsidiaries) and that he has not assigned any claim against the Company or any affiliate to any other person or entity. The Executive further promises not to initiate a lawsuit or to bring any other claim against the other arising out of or in any way related to the Executive's employment by the Company or the termination of that employment. This Release will not prevent the Executive from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims by the Executive for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barred.
(c) The foregoing will not be deemed to release the Company from (i) claims solely to enforce this Release, (ii) claims solely to enforce payment or provision of the Severance Benefits and other amounts payable but not yet paid under the Employment Agreement, or (iii) claims
solely to enforce the terms of any equity incentive award agreement between the Executive and the Company, (iv) claims for indemnification under the Company's By-Laws, or (v) claims to enforce the terms of that certain Note and Pledge Agreement by and between Executive and the Company dated June 16, 2001.
3. Non-Disparagement. The Executive will not disparage the Company or any of its directors, officers, agents or employees or otherwise take any action that could reasonably be expected to adversely affect the reputation of the Company or the personal or professional reputation of any of the Company's directors, officers, agents or employees. Similarly, the Company (meaning, solely for this purpose, the officers and directors of the Company and those employees and agents of the Company specifically authorized to make communications on its behalf) will not disparage the Executive or otherwise take any action that could reasonably be expected to adversely affect the personal or professional reputation of the Executive.
4. Cooperation. The Executive further agrees that, subject to reimbursement of his reasonable expenses, he will cooperate fully with the Company and its counsel with respect to any matter (including litigation, investigations, or governmental proceedings) which relates to matters with which the Executive was involved during his employment with the Company. The Executive shall render such cooperation in a timely manner on reasonable notice from the Company.
5. Acknowledgement. The Executive expressly acknowledges and recites that (a) he has read and understands the terms of this Release in its entirety, (b) he has entered into this Release knowingly and voluntarily, without any duress or coercion; (c) he has been advised orally and is hereby advised in writing to consult with an attorney with respect to this Release before signing it; (d) he was provided twenty-one (21) calendar days after receipt of the Release to consider its terms before signing it; and (e) he is provided seven (7) calendar days from the date of signing to terminate and revoke this Release (or such shorter or longer period as is required for this Release to be effective under the Age Discrimination in Employment Act and any similar state law), in which case this Release shall be unenforceable, null and void. The Executive may revoke this Release during the period described in clause (e) above by providing written notice of revocation to the Company.
6. Challenge. If the Executive violates or challenges the enforceability of any provisions of the Restrictive Covenants or this Release, the payment or provision of Severance Benefits to the Executive will cease and the Executive will have no further right to any Severance Benefits.
7. Miscellaneous.
(a) No Admission of Liability. This Release is not to be construed as an admission of any violation of any federal, state or local statute, ordinance or regulation or of any duty owed by the Company to the Executive. There have been no such violations, and the Company specifically denies any such violations.
(b) No Reinstatement. The Executive agrees that he will not apply for reinstatement with the Company or seek in any way to be reinstated, re-employed or hired by the Company in the future.
(c) Successors and Assigns. This Release shall inure to the benefit of and be binding upon the Company and the Executive and their respective successors, executors, administrators and heirs. The Executive not may make any assignment of this Release or any interest herein, by operation of law or otherwise. The Company may assign this Release to any successor to all or substantially all of its assets and business by means of liquidation, dissolution, merger, consolidation, transfer of assets, or otherwise.
(d) Severability. Whenever possible, each provision of this Release will be interpreted in such manner as to be effective and valid under applicable law. However, if any provision of this
Release is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provision, and this Release will be reformed, construed and enforced as though the invalid, illegal or unenforceable provision had never been herein contained.
(e) Entire Agreement; Amendments. Except as otherwise provided herein, this Release contains the entire agreement and understanding of the parties hereto relating to the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature relating to the subject matter hereof. This Release may not be changed or modified, except by an agreement in writing signed by each of the parties hereto.
(f) Governing Law. This Release shall be governed by, and enforced in accordance with, the laws of the Commonwealth of Pennsylvania without regard to the application of the principles of conflicts of laws.
(g) Counterparts and Facsimiles. This Release may be executed, including execution by facsimile signature, in multiple counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument.
IN WITNESS WHEREOF, the Company has caused this Release to be executed by its duly authorized officer, and the Executive has executed this Release, in each case as of the date first above written.


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I create a simple express server and serve the static files
I create a simple express server and serve the static files
const express = require('express'); const app = express();
app.listen(3000, () => { console.log('Listening on port 3000') })
When I head to localhost:3000, the index.html in my public directory renders for the route ' / '. I didn't explicitly write the route in my index.js file. How does express know this?
I've tried changing the file name from index.html to random.html and I get an error. CANNOT GET /
In this post, I will show you how to use Express.js, Node.js and MongoDB.js. We will be creating a very simple Node application, that will allow users to input data that they want to store in a MongoDB database. It will also show all items that have been entered into the database.
Node.js, Express.js, Mongoose.js, and MongoDB is a great combination for building easy and fast REST API. You will see how fast that combination than other existing frameworks because of Node.js is a packaged compilation of Google's V8 JavaScript engine and it works on non-blocking and event-driven I/O. Express.js is a Javascript web server that has a complete function of web development including REST API.
Express JS is an awesome opinionated framework for Node.js that helps you create REST end points. Let's learn Express.js in 15 minutes! - Node.js Express FrameWork Tutorial. This framework is built in such a way that it acts as a minimal and flexible Node.js web application framework, providing a robust set of features for building single and multipage, and hybrid web application.

subset: commoncrawl


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MetaCert's patent-pending Security API checks the reputation of http requests in real time, warning consumers of potential threats before allowing known malicious web pages (or other resources) from loading inside the app. MetaCert also offers a content-based filtering service for developers that want to block pornography inside their apps.
- MetaCert post a tweet We don't currently warn you about fake news websites, but we'll make sure to squeeze that into the next release.3 days, 13 hours ago
Add this project to your website by copying the code below.
<iframe src="https://embed.block123.com/embed/s/586881757076.htm" style="border: none;" width="490" height="164" frameborder="0" scrolling="no" allowfullscreen></iframe>
Latest Updates
- Edmund Hillary Fellowship Community of high-impact entrepreneurs, investors, and startups in New Zealand.
- Onchain consulting Building the future.
- Rene Schmidt Managing Director at Qwellcode GmbH.
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Global House Prices May Have Further to Fall, but U.S. Looking Better
House prices across the globe still have room to fall, but the U.S. may be in better shape than other developed nations, according to an International Monetary Fund research article.
In the article, Prakash Loungani notes that house prices in major economies declined an average of about 5% in inflation-adjusted terms from 2007 through 2009. But he looks at some key metrics to determine if the global correction has ended.
One measure is how much house prices have risen compared to rents, and another shows how much they jumped compared to incomes. In many countries those ratios are still far above long-term averages. Based on this and other data, Loungani concludes: "house prices in many countries still have room to fall."
But the U.S. is hardly in the worst position in the developed world. In fact, it looks to be in pretty good shape. Compared to rents, houses aren't too far from the average of the pre-boom years. Canada, Sweden and Spain are in much worse positions. Meanwhile the ratio of house prices to incomes is actually below the 1970-2000 average.
To be sure, housing, like politics, is all local. The U.S. has seen some bubble areas hit much harder than the rest of the country, which affects the average. The massive discounts on condos in Florida could be offsetting still expensive houses elsewhere in the country.
There's also no guarantee that just because houses are running closer to the long-run averages that they will stay there. Germany and Japan have ratios far below the mean for 1970-2000, and they didn't experience the bubbles that other countries saw in the 2000s.


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Maintaining Your Independence While Aging in Place
Aging in place is the ideal way to maintain your independence and freedom as you grow older. Here, the home care experts at Avila describe how to maintain independence while aging in place.
Seniors often worry that with age comes a loss in independence. But, aging in place can help seniors to maintain their freedom throughout their later years. By staying in your own home, you can maintain a personal routine, run your own errands and stay close to the family and friends of your choosing. Further, being in a familiar place — surrounded by familiar people – can be a wonderful morale booster.
With that in mind, it is important to realize that asking for help does not make one less independent. Everyone requires assistance at some point, and there is no shame in asking, especially in situations that could negatively impact your health. There are some activities, such as driving a car, that can be dangerous to do if you have developed certain impairments. Accepting the help of friends, family, or community transportation services will keep you, and possibly those in your community, safe.
Sometimes, asking for help with some activities provides ways for you to be independent in other ways. If cleaning the house, running errands and preparing meals takes too long to get done in one day, having someone to help with one or a few tasks can help you to maintain independence in other areas. Enlisting the help of a home care provider is a wonderful way to accomplish this, as it allows you to do what you are able, and have them fill in where you need assistance. Scheduling your home care provider only when necessary, will also allow you to feel free to live your life without excessive intrusion.
Help does not always have to come in the form of a person; there are tools you can use to also maintain independence. There are many different types of medical alert products and security tools available to keep you safe while living alone. These discreet, easy to use tools do not make serious inroads on your freedom and independence, while giving loved ones peace of mind that you are safe and protected in case of an emergency.
Growing older does not mean forsaking freedom and independence: by aging in place and accepting a little help here and there, you will be free to enjoy your time as you please. Staying social, keeping up with favorite activities and performing day-to-day tasks, even if you require a bit of assistance, will help you feel like an independent, viable member of your community.
For more information about aging in place, and in-home care, contact the home care experts at Avila today.
The Serious Risk of Pneumonia for Seniors
While pneumonia can be a dangerous disease for anyone to develop, it is particularly concerning for senior citizens, in which pneumonia may prove fatal. Seniors can help lessen their risk of pneumonia in several ways. Here, the elder care providers at Avila Home Care provide an overview of pneumonia, detail the risks and explain how…Read More...
Transitioning to Using a Wheelchair or Mobility Device
When transitioning to a wheelchair or mobility device, people face a myriad of uncertainties and emotions. For many, the reliance on a wheelchair can bring feelings of inadequacy and inability to participate in tasks they were previously able to do, and brings up the stigma of being visibly disabled. Here, the home care providers at…Read More...
How Seniors Can Boost Their Immune System
As we age, life's stressors can take a toll on our immune system. Therefore, it is important to take all of the necessary steps in order to boost the body's ability to fight off infection and sickness. Here, the aging-in-place experts at Avila Home Care clarify four essential ways that senior citizens can boost their…Read More...


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If you drive an exotic car, you are likely looking forward to warmer weather arriving in the area. At our dealership, we are excited for that as well. Which is why we want to help you and your vehicle transition to spring with the proper maintenance and repair. Winter can be hard on a vehicle, and when you perform spring maintenance, you can ensure you enter spring without a hitch.
Does Your Car Need Maintenance?
With warm weather set to arrive in the coming months, ensuring your vehicle is truly worthy of area roads is an important step in a successful automotive experience. Whether you're looking for an oil change, tire rotation or another automotive service task, our service technicians are ready to help.
We take pride in our ability to provide area drivers with state-of-the-art facilities and automotive expertise. Once you schedule a service with our team, that is something that you can experience first-hand. We can check and inspect your vehicle to ensure you can take to area roads with a unique sense of confidence. Something that both you and your exotic car are likely to appreciate. Schedule your service with our team today.


text:
Samsung Galaxy S10
At Sprint 1486 Scott Blvd, Decatur, GA
At Sprint 1486 Scott Blvd, Decatur, GA
- $37.50 / mo. $10.00 / mo. and $0.00 down today
Get Unlimited Data, Talk & Text For $35/mo.
50% Off Galaxy Watch Active2!
50% Off Galaxy Watch Active2!
Buy or upgrade today
Get in-store AvailableDirections Call store
More screen and more power. Samsung Galaxy S10's premium performance utilizes the Pro-Grade Camera with optical zoom for effortless capture, and Ultrasonic Fingerprint ID gives the next generation in security, unlocking with a tap of the screen
Cinematic Display - A nearly frameless Cinematic Infinity Display for more detail and clarity, more immersive and uninterrupted content, in a slim, balanced form.
Feature list:
- Gigabit LTE
- Android™ 9.0
- Sprint 4G LTE
- Wi-Fi
- Entertainment
- GPS Navigation
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Arachnophobes Beware! Eight-Legged Beasties Run Wild in Short Film Spider Danger!
Is there anything creepier than a really good spider movie? Maybe finding a big spider in your bed is creepier, but we'd say spider movies rank right up there in the skin-crawling department. Andrea Ricca tapped into that fear for his new short film, Spider Danger, which we have in its entirety.
Spider Danger is basically a one-man show by Ricca. He wrote the film, shot it, starred in it, edited it and provided all the effects, including the 3D work and animation. The only thing Ricca didn't do was compose the original score (that slacker!), which was done by Antonio DeLuise.
The short channels the creature features of the '50s, focusing on monsters from outer space terrorizing an unsuspecting spider lover.
For more from this one man filmmaking machine, visit the official Andra Ricca website. But for now scroll down and enjoy the film. Then drop a comment and let us know what you thought.
Got news? Click here to submit it!
Meet some eight-legged freaks in the comments section below!
Gus BjorkFebruary 27, 2012
On a technical level no doubt it's impressive. I didn't care for the short but I don't want to take away from the hard work and dedication of the filmmaker. Having said that…
Yet again, spiders are treated like generic monsters. The real. stalking, creepiness of spiders-the thing that freaks people out about them-isn't used. Instead it's the spray can/car hit take 'em out approach of a character that isn't, apparently, too worked up that 'JESUS CHRIST THERE"S FUCKING GIANT SPIDERS COMING THE FUCK AFTER ME!'. It's what doomed Eight Legged Freaks. Someday someone will end up making a monster movie with giant(ish) spiders acting like spiders and it's going to be scary as hell.
Oh and I would like to add, Dr. Gash, that I've really been enjoying your articles. The site has really seen an upswing in quality in articles, interviews and commentaries recently and your definetly part of that.
nonserviam03February 25, 2012
Not bad for what it is.
TerminalFebruary 25, 2012
I thought it was pretty good.
perihelionFebruary 25, 2012
One guy did this? I thought it was awesome! 🙂 Could we have a follow up story on how he did it?


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How do I recover domains in redemption status?
*Refer to article "What Happens When a Domain Expires"
To recover domains in redemption status, please do the following:
- Select the menu option "Domain - My Domains".
- Click on the "Expired" tab.
- Click on "Redemption Domains"
- Check the box next to the domains you wish to recover and click "Renew Selected".
- Please verify the domain name, number of years and pricing are as expected. Then click "Checkout Now".
- Please double check number of years, domain name and total price one more time. There are NO REFUNDS on redemptions after you accept the order.
- Click "Submit Order" when you are ready to complete your order.
Your order number is a reference order only, not a verification that the order processed complete. You will receive an email order confirmation once processed. Please review this email to ensure that the order was processed successfully.
Note: Instead of paying the Redemption Period fee, you can try to back-order the domain, or buy the domain back in an auction, before the domain is scheduled to be released back to the general domain market. You can use domain auction and back-ordering websites like Afternic, Sedo, or NameJet to increase your chances of claiming the domain back.
NOTE: Though this applies to most common TLDs, some TLDs do not have Redemption Period or a different recovery process.
NOTE: Some domains may go into "Extended Redemption Period" status. You can learn the difference between Redemption and Extended Redemption by referring to this article: "Differences Between RGP and Extended RGP"
NOTE: The Redemption Periods are managed by the registry of the TLD. There is a fee to restore your domain from either Redemption status (usually $250) and it is not discountable. This fee is in addition to the domain renewal fee.


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This lightweight white cardigan with the denim and tan striped, is perfect to layer on those chilly Spring days. We are loving the stripes!
Make your outfit complete with a variety of jewelry, handbags, and accessories!
With a wide variety of clothing to choose from, we have got all of your beach needs! Get your nows!


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On a more basic level, AI improves email marketing mechanics such as A/B testing and smarter audience segmentation. This can have immediate benefits in terms of optimizing your marketing strategies for different customers and sending the right content to the right people. On a more advanced note, AI can actually optimize email content for specific audiences and product campaigns. Additionally, it can help with personalizing email content right down to the individual customer level, depending on how much information you can feed it from your CRM and sales systems. AI delivers strong capabilities, which means determining exactly how a potential email marketing service has implemented AI should be key criteria for most marketers before purchasing.
Social media may be the young whippersnapper nipping at email's heels, but the content king of the inbox still holds sway in social influence, according to a study by SocialTwist. Over an 18-month period, SocialTwist monitored 119 referral campaigns from leading brands and companies. The results showed a significant advantage to email's ability to convert new customers compared to Facebook and Twitter.
Mailchimp is a very well-known email marketing tool that integrates with popular apps and services like Salesforce, Eventbrite, Google, Twitter, Facebook, Shopify, and SurveyMonkey. This inbound marketing tool allows you to easily sync your data from those services, import content from other sources, and learn how your campaigns are affecting your business. Along with reports to show you how well you're connecting with your audience and how much money you're bringing in, Mailchimp gives you tips for improvement. Mailchimp Mobile Dashboard enables you to check in from anywhere.
A cloud-based email platform, SendGrid is a tool built to serve developers. It is known as the world's largest Email Infrastructure as a Service provider. Users can quickly send out emails such as shipping notifications, email newsletters, sign-up confirmations, etc. Businesses can also track email opens unsubscribes, bounces and spam reports without the use of code. This email marketing tool also provides templates, scheduling and A/B testing. Email analytics can be viewed in real-time.
Email marketing has always been Permission based, but is silently replaced with its brother; Tease Marketing, continuously building on a brand relationship based on mutual interest. The challenge becomes presenting an – already in itself – appealing and attractive message. But how to benchmark your email marketing efforts to fit that new train of thought?
AWeber is another popular email marketing tool with a number of great features. Using a drag and drop editor, users can easily create automated emails and make use of their high-quality autoresponder capabilities. Users can also create subscription forms and place them on the website, blog or Facebook page. Within this tool, you can pull up charts showing how many contacts opened emails or clicked on links within your message.
Use your real email signature: Just like using a real reply-to email address, you want to use real contact information within the email and the best way to do that is to include your contact details in the email signature. Giving your readers the opportunity to contact you or connect with you online is a great way to be personal and build a relationship with them.


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Case Studies tagged:
Home Services Postcard Marketing
Advertising Case Study: Home Services Kalamazoo, Michigan
KCHS has received 84 phone inquiries since the first mail drop and traffic to their website has increased exponentially!
Advertising Case Study: Home Automation Company in Florida
Hive spent $17,000 on this campaign which generated $356,000 in revenue for their company. That's an ROI of 2,147%!
Advertising Case Study: Insulation Company in Minnesota
Tri County received 75 responses from this campaign which they converted into 39 estimates and 22 invoices. Overall they earned $41,699 in revenue!
Advertising Case Study: Home Services Company in New York
BPM received 200 phone inquiries after their initial mail drop and 32% of those callers were converted to customers. As a result, BPM saw a weekly revenue increase of $3,500 during their fall season!
Home Services Advertising Case Study
All the new work that I've had over the last 6 months was from the last postcard mailer that I did with you guys. It was really effective and it filled up my schedule.
Speak to a Marketing Consultant 1-800-628-1804


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To complement previous information : i have the chance to have a complete backup of my installation, before upgrading.
If i do copy the SQL query from the backup platform (3.3.7), and paste it to the new one (3.5.1), the SQL query is Ok and shows results. It's a pain to have to do it manually for several queries, but it allows to have something functionnal in the end.
I don't know/understand (for the moment) what was the cause of this problem (a change in Moodle ?).


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AHRQ-Funded Projects
Current search
Active Filters:
Search found 2 items
Displaying 1 - 2 of 2
Intervention INC: Interactive Nutrition Comics for Urban Minority Youth
The research team designed and developed "Invention INC," an interactive nutrition comic for dietary self-management, focused on reducing childhood obesity risk in urban minority youth.
Principal Investigator:
Project Dates:
April 1, 2016 to September 30, 2018
An Evaluation of an Interactive Social Media Web site for Parents who are Concerned about Immunizing their Children
This project built and evaluated an interactive social media Web site devoted to vaccines with a blog, discussion forum, chat room, and an anonymous portal through which parents were able to ask questions.
Principal Investigator:
Project Dates:
September 30, 2010 to September 29, 2013


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Churchwoman synonyms
Sorting by
An authorized diplomatic representative of a government, usually ranking next below an ambassador.
Find another word for churchwoman. In this page you can discover 13 synonyms, antonyms, idiomatic expressions, and related words for churchwoman, like: churchman, clergyman, clergywoman, cleric, clerical, clerk, divine, ecclesiastic, minister, parson and preacher.


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Get breaking news about nutritional cures, dangerous chemicals, superfoods and more.
Subscribe to the FREE Natural News email newsletter. Your privacy is protected.
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80 Tumor
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21 radiation
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5 Malignant schwannoma
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4 thyroid
4 Atrophy
4 Scoliosis
4 Seizures
4 bones
4 Small intestine
4 Immunoreactive
4 Astrocytoma
4 Squamous cell carcinoma
4 Embryonal rhabdomyosarcoma
4 Thorax
4 Leiomyomas
4 Calcium
4 prostate
3 breast cancer
3 Tyrosine
3 Glucose
3 lymph nodes
3 Insulin
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No plan for new Orascom offer, says Altimo
No plan for new Orascom offer, says Altimo
Russian firm Altimo has said it has no plans to launch a new offer to buy out minority shareholders in Orascom Telecom (OTH) after Egypt's regulator rejected its attempt to reopen its earlier tender.
Orascom Telecom, a heavyweight on the Egyptian Stock Exchange, is 51.9% owned by Vimpelcom which in turn is 47.85% owned by Altimo.
Altimo launched an offer in April to buy out minority shareholders of Orascom, which has mobile businesses in Canada, Algeria, Pakistan and other markets such as Bangladesh, in a deal worth an estimated $1.8 billion.
But it failed to secure sufficient acceptances from OTH minorities by a deadline last Monday after shareholders with only 15.9% of the shares offered to sell, below a minimum 26.6% required.
Altimo then asked the Egyptian Financial Supervisory Authority (EFSA) to waive the minimum take-up requirement for minority shareholders tendering their stock but EFSA turned down the request.
"EFSA didn't give us the waiver to reopen tender and permitted only withdrawals so we couldn't proceed with the offer though we were willing to," Altimo's vice president Evgeny Dumalkin said on Sunday.
"At the moment there are no plans to launch a new offer," he said.
OTH shares were trading 6% lower on the Egyptian stock exchange on Sunday.
Sources had said that Vimpelcom planned to delist OTH to lower costs by closing down its Egyptian office and improve efficiency by placing OTH assets under Vimpelcom's direct management.


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United States District Court, D. New Mexico
February 21, 2019
UNITED STATES OF AMERICA, Plaintiff,v.GUY ROSENSCHEIN, Defendant.
matter is before the Court on Defendant Rosenschein's
Motion to Suppress Statements [Doc. 61], to which
the Government filed a response [Doc. 81] and Defendant filed
a reply [Doc. 85]. At issue is whether the FBI violated
Rosenschein's constitutional rights during his
November 28, 2018, the Court held an evidentiary hearing on
the motion, at which Defendant Guy Rosenschein (hereafter,
"Rosenschein") was present. Although the
Government offered its recording of the interrogation into
evidence, the parties disagree about what was said at certain
points during the conversation. As a result, after the
November 28 hearing the parties requested the opportunity to
confer and present the Court with a stipulated transcript.
The Court granted the request, and they filed their partially
stipulated transcript on December 6, 2018 [Doc. 117]. In that
document, the parties noted where they continue to disagree
about what Rosenschein said. After considering the briefs,
the evidence presented by the parties, and the relevant legal
precedents, the Court concludes that the Government did not
honor Rosenschein's unambiguous invocation of his right
to counsel, and therefore the motion should be granted.
On a
motion to suppress a defendant's statement allegedly
obtained in violation of defendant's Miranda
rights, the Government bears the burden of proving by
preponderance of evidence that the defendant's rights
were not violated. See United States v. Gell-Iren,
146 F.3d 827, 830 (10th Cir. 1998). For example,
"[w]henever the State bears the burden of proof in a
motion to suppress a statement that the defendant claims was
obtained in violation of our Miranda doctrine, the
State need prove waiver only by a preponderance of the
evidence." Colorado v. Connelly, 479 U.S. 157,
168, 107 S.Ct. 515, 93 L.Ed.2d 473 (1986).
For the
limited purpose of ruling on the motion to suppress, the
Court finds the facts as follows.
November 8, 2016, law enforcement officers executed a state
court search warrant for Rosenschein's home. He was
arrested and taken to the police station by a Bernalillo
County detective. There, an FBI agent interviewed Rosenschein
and gathered information about his background. Rosenschein, a
pediatric urologist who is originally from France but has
lived and practiced medicine in the United States for
decades, did not appear to have any problem understanding the
agent, though he did speak English with an accent. After the
interview, Rosenschein was informed of his Miranda
rights and he agreed to participate in a polygraph
examination administered by the agent. After the polygraph,
Rosenschein participated in a two and a half hour interview
with the agent, which was videotaped. This interview is the
subject of Rosenschein's motion to
agent began the interview by telling Rosenschein that after
reviewing the results of the polygraph, he had no doubt that
Rosenschein had sexually touched a minor. Rosenschein was
noncommittal, and the agent told him that he must decide what
"path" he wanted to walk because "[i]t
makes a difference for you. It makes a difference for what
happens to you." After telling Rosenschein that he
knows Rosenschein has achieved his professional goals by
making some "hard choices, " the agent said,
"Today is the most difficult choice you will ever have
to make." Then the agent told Rosenschein that he was
the "last person in a long line of people who is going
to talk to you and offer you an opportunity to be truthful
but also get some help. I suspect that you are somebody who
battles with urges and battles with things that give you
pleasure but that you don't feel good about." After
mentioning "programs" and "counseling,
" The agent told Rosenschein that "if you're
honest about those things, it makes a difference. It makes a
difference in the consequences you'll face. It makes a
difference in the programs that are available to you. It
makes a difference in your everyday personal life because you
will feel better about it . . ." Then Rosenschein
asked, "Where do we go from here?", and the agent
told him that he should start by telling the truth
"because those things make a difference for you."
Then Rosenschein said, "Maybe, maybe I should get a
agent immediately told Rosenschein that he could not go any
further now that Rosenschein had made that statement, to
which Rosenschein replied, "I don't say I, I
don't want to talk. I didn't say that." The
agent said that he had to be very careful at this point and
added, "What I need to know is whether or not you wanna
talk to me now or whether or not you wanna stop talking and
get a lawyer. Because understand, if you wanna stop talking
and get a lawyer, you won't see me again. Okay?"
Rosenschein then asked the agent what he wanted him to do,
and the agent said that he wanted Rosenschein to make up his
mind. The agent then stated that he could not answer
Rosenschein's question, but he could offer Rosenschein
"help": "I can offer you an opportunity to
bear [sic] your soul and get things off your chest, but I
can't do that if you wanna get an attorney. You have to
make up your mind."
then asked what help the agent was offering, to which the
agent replied, "cathartic help." When Rosenschein
did not understand the word "cathartic, " the
agent explained that being truthful will help Rosenschein
"from an emotional standpoint." The agent then
continued, "if you're truthful with me and you
describe to me the circumstances under which those things
happened, that makes a difference. It makes a difference in
what the consequences are for you, in what charges you'll
face. It makes a difference in how people will view
you." The agent said that defendants who do not show
cooperation and remorse "get put in a different
box" when charges are filed and when consequences are
discussed. The agent then suggested that if Rosenschein
revealed the problems he was struggling with, the agent could
get Rosenschein help with "programs." After
acknowledging that this would not make Rosenschein's
problems go away, the agent told Rosenschein, "I
legitimately and sincerely think that talking to me will make
a difference for you, but you have to make up your own mind.
I can't give you any legal advice." The agent then
told Rosenschein that he did not believe that Rosenschein was
"one of those people" who does not want help, but
rather someone who had made mistakes but wants to do the
right thing. "I wanna help you, but it means that you
gotta talk to me. And it means you have to make your mind up
about what you want.... What I need to know is do you want to
get an attorney, or do you wanna talk to me?"
At this
juncture Rosenschein asked for five minutes alone, and the
agent agreed. The agent left the room and a few moments
later, Rosenschein stood up from his chair and put on his
jacket. At this point, the agent returned and Rosenschein
said, "I think I will take an attorney. It doesn't
really matter. My life is over so when it is over it is
over." The agent stated that he did not understand what
Rosenschein said, and again Rosenschein announced (this time
more audibly), "I will take a lawyer." The agent
asked, "You want an attorney?" Rosenschein
responded, "Yes. It's over anyway. Whatever. Even
if I win, it's over. It doesn't mean I will not do
something else."
agent pressed on, telling Rosenschein that he could not talk
to him anymore, to which Rosenschein responded, "Well,
I didn't say I don't want to talk to you. I
didn't say I want to remain silent. I just said I will
take a lawyer." The agent did not end the conversation,
but instead told Rosenschein, "Well, the-the point is
is that at this point, given that you want an attorney, I
have to stop talking to you. So, um-" Rosenschein
responded to that with the statement, "I need some
advice, and I need some legal advice."
At this
point the agent said, "Well, let me tell you what's
gonna happen from here forward." When Rosenschein
agreed, the agent explained, "what will happen is
you're gonna go to jail today, " and stated that
Rosenschein probably would be in state custody initially, but
that Rosenschein's case was "likely going to be
picked up federally" due to Rosenschein's alleged
travel with a minor. At this point, Rosenschein started to
object, saying that "this kid has nothing to do-"
but was cut off by the agent, who stated that he was not
asking Rosenschein questions. The agent continued, telling
Rosenschein that it was likely going to be a federal
prosecution and there would likely be other charges. Then
Rosenschein queried, "What is the penalty?" and
asked the agent what would happen if he continued to talk to
the agent. The agent responded that first they have to make
sure that Rosenschein really wanted to talk to him because
Rosenschein had stated that he wanted an attorney, but that
the difference would be that Rosenschein got to tell his side
of the story up front, and that it would make a difference
not only in how Rosenschein would be "perceived in the
legal system, " but also "in the consequences and
the charges that are brought against you." But then the
agent quickly noted that he was not asking a question and did
not want a response from Rosenschein but was merely trying to
answer his question. Rosenschein said that he understood.
Then the agent told Rosenschein, "If you decide not to
talk to me and you still want an attorney today, chances are
you're not gonna get to tell your side of the story to
anybody in law enforcement going forward. Maybe you will,
maybe you won't. But chances are probably not." At
this point, Rosenschein informed the agent, "I'll
talk to you. And I know what I'm doing."
agent said that he needed to consult with other people to
make sure that he "says the right words" to
continue the interrogation, because "this is an unusual
circumstance… I don't usually have people say,
'I want an attorney,' and then say, 'I
don't want an attorney.'" There was a
discussion off the record. When the agent returned to the
conversation, Rosenschein said, "I will talk to you,
but I will still take an attorney later on." Again, the
agent responded that they needed to be careful and make sure
that ...
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text:
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