1 EXHIBIT 10.12 EIGHTH AMENDMENT TO NON-QUALIFIED STOCK OPTION PLAN FOR EMPLOYEES OF ACQUIRED COMPANIES THIS EIGHTH AMENDMENT (the "Eighth Amendment") is made effective as of the 20th day of January, 2000, by PER-SE TECHNOLOGIES, INC., a Delaware corporation formerly known as Medaphis Corporation (the "Company"). W I T N E S S E T H: WHEREAS, the Company has previously adopted the Medaphis Corporation Non-Qualified Stock Option Plan for Employees of Acquired Companies, as amended (the "Plan"); and WHEREAS, the Compensation Committee of the Board of Directors of the Company has duly authorized an amendment of the Plan to reflect the recent name change of the Company, and to decrease the number of shares available for grant pursuant to the Plan from 1,505,000 shares (as adjusted to reflect a one-for-three reverse stock split effective November 23, 1999) to 1,320,000 shares. NOW, THEREFORE, the Plan is hereby amended by deleting the name "Medaphis Corporation" from the Plan and replacing such name with the name "Per-Se Technologies, Inc." FURTHER, Section 3 of the Plan is hereby amended by deleting Section 3 of the Plan in its entirety and replacing it with the following: "ss. 3 SHARES RESERVED UNDER THE PLAN There shall be 1,320,000 shares of Stock reserved for issuance under this Plan, and such shares of Stock shall be reserved to the extent that the Company deems appropriate from authorized but unissued shares of Stock and from shares of Stock which have been repurchased by the Company. Furthermore, any shares of Stock subject to an Option that remain unissued after the cancellation or expiration of such Option thereafter shall again become available for use under this Plan." FURTHER, except as specifically amended by this Eighth Amendment, the Plan shall remain in full force and effect as prior to this Eighth Amendment. 2 IN WITNESS WHEREOF, the Company has caused this Eighth Amendment to be executed on the day and year first above written. PER-SE TECHNOLOGIES, INC. By: /s/ ALLEN W. RITCHIE ----------------------------------------- Allen W. Ritchie President and Chief Executive Officer ATTEST: By:/s/ RANDOLPH L. M. HUTTO ---------------------------------- Randolph L. M. Hutto Secretary