1 EXHIBIT 10.12 NINTH AMENDMENT TO NON-QUALIFIED STOCK OPTION PLAN FOR EMPLOYEES OF ACQUIRED COMPANIES THIS NINTH AMENDMENT (the "Ninth Amendment") is made effective as of the 7th day of February, 2001, by PER-SE TECHNOLOGIES, INC., a Delaware corporation (the "Company"). W I T N E S S E T H: WHEREAS, the Company has previously adopted the Per-Se Technologies, Inc. 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 decrease the number of shares available for grant pursuant to the Plan from 1,320,000 shares to 1,221,403 shares. NOW, THEREFORE, Section 3 of the Plan is hereby amended by deleting Section 3 of the Plan in its entirety and replacing it with the following: "Section 3 SHARES RESERVED UNDER THE PLAN There shall be 1,221,403 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 Ninth Amendment, the Plan shall remain in full force and effect as prior to this Ninth Amendment. IN WITNESS WHEREOF, the Company has caused this Ninth Amendment to be executed on the day and year first above written. PER-SE TECHNOLOGIES, INC. By: /s/ Philip M. Pead ---------------------------------- Philip M. Pead President and Chief Executive Officer ATTEST: By: /s/ Robert Q. Jones, Jr. -------------------------------- Robert Q. Jones, Jr. Assistant Secretary