Misys PLC, et al. – ‘SC TO-T/A’ on 7/24/01 re: Sunquest Information Systems Inc – EX-99.D.6

On:  Tuesday, 7/24/01, at 9:17pm ET   ·   As of:  7/25/01   ·   Accession #:  950123-1-504628   ·   File #:  5-61695

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Amendment to Tender-Offer Statement — Third-Party Tender Offer   —   Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-T/A   Amendment No. 3 to Schedule To-T                      12     36K 
 2: EX-99.D.1   Employment Agreement                                  14     48K 
11: EX-99.D.10  Cover Letter to J. Stumpf's Employment Agreement       2     12K 
12: EX-99.D.11  Employment Agreement With Josh Wisham                 13     48K 
13: EX-99.D.12  Cover Letter to Josh Wisham's Employment Agreement     2     12K 
 3: EX-99.D.2   Cover Letter to the Employment Agreement               2     12K 
 4: EX-99.D.3   Employment Agreement With Evan G. Boyd                13     49K 
 5: EX-99.D.4   Cover Letter to Ivan G. Boyd Employment Agreement      2     12K 
 6: EX-99.D.5   Employment Agreement With Keith B. Hagen              13     49K 
 7: EX-99.D.6   Cover Letter to Keith Hagen's Employment Agreement     2     12K 
 8: EX-99.D.7   Employment Agreement With Kathy C. Hollister          13     48K 
 9: EX-99.D.8   Cover Letter to Hollister's Employment Agreement       2     12K 
10: EX-99.D.9   Employment Agreement With Joseph J. Stumpf            13     49K 

EX-99.D.6   —   Cover Letter to Keith Hagen’s Employment Agreement

EX-99.D.6
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                                                                  Exhibit (d)(6)

Sunquest Information Systems, Inc.                                 July 19, 2001
Keith B. Hagen                                                                  
2996 E. Manzanita Ridge Place                                                   
Tucson, AZ 85718                                                                

Dear Keith,                                                                     

We are pleased to offer you the positions of Sr. Vice President of Development  
and Chief Technology Officer at Sunquest Information Systems, Inc. (the         
"Company"). You will assume this position upon acquisition of the Company by    
Sunshine Acquisition Corporation, a subsidiary of Mysis plc ("Misys"). The terms
and conditions associated with this position are set forth in the attached      
employment agreement. For ease of reference, I have outlined below the main     
parameters of the offer.                                                        

BASE SALARY:  the base salary for this position will be $210,000 per annum.     

BONUS:  Your bonus will be performance-based and will be determined as follows: 

1. For the fiscal year January 1, 2001 to December 31, 2001, your current bonus 
structure will remain in place. However, your Management By Objectives under the
current bonus structure will be reviewed by senior management at Misys and may  
be revised to more appropriately reflect Misys' business goals.                 

2. For the abbreviated fiscal year 2002 commencing January 1, 2002 and ending   
May 31, 2002, you will be eligible for a bonus (prorated to reflect the         
abbreviated fiscal year) targeted at 35% of base salary. The amount of the bonus
actually paid to you will be based on (i) the profits of the Sunquest business  
unit and (ii) your attainment of your Individual Performance Objectives (IPO's).

Your bonus for the abbreviated fiscal year 2002 will be determined by           
multiplying the bonus amount by a fraction, the numerator of which is 5 and the 
denominator of which is 12.                                                     

CASH INCENTIVE:                                                                 

Additionally, you are eligible to receive a special one-time cash retention     
bonus provided that you continue your employment with the Company for the       
initial term, subject to the terms of the employment agreement. This retention  
bonus will equal $157,500, which is 75% of your starting base salary.           

EX-99.D.6
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Page 2                                                                          
Keith B. Hagen                                                                  
7/19/01                                                                         

MISYS STOCK OPTIONS:                                                            

I am also delighted to inform you that you are one of a select group of key     
individuals within Misys who have been chosen for participation in Misys        
Executive Share Options Plan ("Plan"). The Plan has been specifically designed  
to reward and retain senior executives of Misys and its affiliates. You will be 
pleased to learn that you will be granted a block of Misys share options        
("Options") in two categories:                                                  

1.       Initial Incentive- In order to incentivize you immediately toward      
      achieving the Company's goals and objectives while building personal
        wealth, we have elected to grant you an Option to purchase 70,000 Type
III shares.                                                   

2.       Standard Incentive- In order to incentivize you for the longer term we 
         have elected to grant to you an Option to purchase an additional 30,000
Type III shares.                                              

We anticipate that these Options will be awarded to you in August/September of  
2001. Please note that the award of these Options to you, as well as any future 
award of Options under the Plan, is subject to the approval of the Compensation 
Committee of Misys. Accordingly, this letter is not intended to serve as a      
contract to award share options to you in the future. However, it goes without  
saying that I would expect that members of the senior team of any Misys         
affiliated company will receive Options under the Plan. The vesting of the      
Options are described in the employment agreement. When the eventual grant is   
made, you will be given a booklet fully explaining the Plan.                    

I trust the above accurately reflects your understanding of our agreement.      
Hopefully you can see that your total compensation package, including as it does
Options to purchase a total of 100,000 Type III shares, reflects the high       
standards of integrity and performance which are expected from a senior         
executive such as yourself. I look forward to continuing to work with you to    
ensure the success of the Company, Medic and ultimately Misys.                  

Sincerely,                                                                      

Tom Skelton                                                                     
Chief Executive Officer, Misys Healthcare Division                              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC TO-T/A’ Filing		Date		First		Last			Other Filings
		5/31/02		1
		1/1/02		1
		12/31/01		1
Filed as of:		7/25/01							SC 14D9/A
Filed on:		7/24/01
		7/19/01		1
		1/1/01		1
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