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EXHIBIT 10.64
QUADRAMED CORPORATION
Supplemental Executive Retirement Plan
Master Plan Document
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EFFECTIVE JANUARY 1, 2000
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QUADRAMED CORPORATION
Supplemental Executive Retirement Plan
Master Plan Document
================================================================================
QUADRAMED CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
EFFECTIVE JANUARY 1, 2000
PURPOSE
The purpose of this Plan is to provide specified benefits to a select
group of management and highly compensated employees of QuadraMed, a Delaware
corporation, and its subsidiaries, if any, that sponsor this Plan. This Plan
shall be unfunded for tax purposes and for purposes of Title I of ERISA.
ARTICLE 1 DEFINITIONS
For purposes hereof, unless otherwise clearly apparent from the context,
the following phrases or terms shall have the following indicated meanings:
1.1 "Actuarial Equivalent" shall mean an actuarial equivalent value of an
amount payable in a different form or at a different date computed on
the basis of (a) the Applicable Mortality Table and (b) the Applicable
Interest Rate for the second month prior to the month in which the
payment is made or commences. For purposes of the preceding definition,
"Applicable Mortality Table" shall mean the "applicable mortality table"
described in Code section 417(e)(3), and "Applicable Interest Rate"
shall mean the annual interest rate on 30-year Treasury securities as
described in Code section 417(e)(3).
1.2 "Beneficiary" shall mean the individual designated, in accordance with
Article 9, that is entitled to receive benefits under this Plan upon the
death of a Participant.
1.3 "Beneficiary Designation Form" shall mean the form established from time
to time by the Plan Administrator that a Participant completes, signs
and returns to the Plan Administrator to designate a Beneficiary.
1.4 "Board" shall mean the board of directors of the Company.
1.5 "Change in Control" shall mean the first to occur of any of the
following events:
(a) a merger or acquisition in which the Company is not the
surviving entity, except for a transaction the principal purpose
of which is to change the State of the Company's incorporation;
(b) a stockholder sale, transfer or other disposition of all or
substantially all of the assets of the Company;
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Supplemental Executive Retirement Plan
Master Plan Document
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(c) a transfer of all or substantially all of the Company's assets
pursuant to a partnership or joint venture agreement or similar
arrangement where the Company's resulting interest is less than
fifty percent (50%);
(d) any reverse merger in which the Company is the surviving entity
but in which fifty percent (50%) or more of the Company's
outstanding voting stock is transferred to holders different from
those who held the stock immediately prior to such merger;
(e) on or after the date hereof, a change in ownership of the Company
through an action or series of transactions, such that any person
is or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing fifty percent (50%) or
more of the securities of the combined voting power of the
Company's outstanding securities; or
(f) a majority of the members of the Board are replaced during any
twelve-month period by directors whose appointment or election is
not endorsed by a majority of the members of the Board prior to
the date of such appointment of election.
1.6 "Claimant" shall have the meaning set forth in Section 8.1.
1.7 "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
1.8 "Company" shall mean QuadraMed, a Delaware corporation.
1.9 "Disability" shall mean a period of disability during which a
Participant qualifies for benefits under the Participant's Employer's
Executive Group Disability Plan or, if a Participant does not
participate in such a plan, a period of disability during which the
Participant would have qualified for benefits under such a plan had the
Participant been a participant in such a plan, as determined in the sole
discretion of the Plan Administrator. If the Participant's Employer does
not sponsor such a plan or discontinues to sponsor such a plan,
Disability shall be determined by the Plan Administrator in its sole
discretion.
1.10 "Employer(s)" shall mean the Company and any subsidiaries of the Company
that have been selected by the Board to participate in the Plan.
1.11 "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time.
1.12 "Highest Annual Compensation" shall mean a Participant's annual
Compensation that is highest during his or her last ten calendar years
of employment (including the annualized compensation for the calendar
year in which the event that entitled the Participant to a distribution
of benefits under this Plan occurred). For purposes of the preceding
definition, "Compensation" shall mean the annual compensation, including
bonuses, but excluding
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QUADRAMED CORPORATION
Supplemental Executive Retirement Plan
Master Plan Document
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commissions, overtime, relocation expenses, non-monetary awards,
directors fees and other fees and automobile allowances paid to a
Participant for employment services rendered to any Employer, and such
other nonrecurring payments as may be determined by the Plan
Administrator, before reduction for compensation deferred pursuant to
all qualified, non-qualified and Code Section 125 plans of any Employer.
1.13 "Involuntary Termination" shall mean the Termination of Employment of a
Participant who has an employment agreement with an Employer, but only
if such Termination of Employment meets the requirements for an
involuntary termination of employment under the terms of such employment
agreement. Any use of the term "Involuntary Termination" in this Plan
shall not apply to any Participant who does not have a currently
effective employment agreement with an Employer containing the defined
term "Involuntary Termination".
1.14 "Participant" shall mean any employee (i) who is selected to participate
in the Plan, (ii) who elects to participate in the Plan, (iii) who signs
a Plan Agreement and a Beneficiary Designation Form, (iv) whose signed
Plan Agreement Form and Beneficiary Designation Form are accepted by the
Plan Administrator, (v) who commences participation in the Plan, and
(vi) whose Plan Agreement has not terminated.
1.15 "Plan" shall mean the Company's Supplemental Executive Retirement Plan,
which shall be evidenced by this instrument and by each Plan Agreement,
as amended from time to time.
1.16 "Plan Administrator" shall mean the plan administrator described in
Article 7.
1.17 "Plan Agreement" shall mean a written agreement, as may be amended from
time to time, which is entered into by and between an Employer and a
Participant. Each Plan Agreement executed by a Participant shall provide
for the entire benefit to which such Participant is entitled under the
Plan, and the Plan Agreement bearing the latest date of acceptance by
the Plan Administrator shall govern such entitlement.
1.18 "Plan Year" shall, for the first Plan Year, begin on January 1, 2000 and
end on December 31, 2000. For each Plan Year thereafter, the Plan Year
shall begin on January 1 of each year and continue through December 31.
1.19 "Preretirement Survivor Benefit" shall mean a benefit that is the
Actuarial Equivalent of the Participant's Vested SERP Benefit as of the
date of such Participant's death and that is payable monthly to such
Participant's Beneficiary in the form of a 20-year installment benefit.
1.20 "SERP Benefit" shall mean a 20-year installment benefit, payable monthly
and commencing at age sixty (60), equal to the product of 0.05
multiplied by the Participant's Highest Annual Compensation multiplied
by his or her Years of Service (not to exceed 13) multiplied by
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Supplemental Executive Retirement Plan
Master Plan Document
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1/12. Notwithstanding the foregoing, if a Participant experiences a
Termination of Employment that is an Involuntary Termination other than
a Termination for Cause, "SERP Benefit" shall mean a lump sum amount
that is the Actuarial Equivalent of a 20-year installment benefit
payable monthly and commencing as of the first day of the month
following such Involuntary Termination, equal to the product of 0.65
multiplied by the Participant's Highest Annual Compensation multiplied
by 1/12.
1.21 "Termination of Employment" shall mean a Participant ceasing to be an
employee of all Employers, voluntarily or involuntarily, but shall
exclude cessation of employment with all Employers as a result of death
or Disability.
1.22 "Termination for Cause" shall have the meaning assigned to such term in
a Participant's employment agreement with the Employer, or if the
Participant has no such employment agreement, the meaning assigned to
such term in the QuadraMed Employee Manual, as such manual may be
amended from time to time.
1.23 "Trust" shall mean the trust established pursuant to that certain Master
Trust Agreement, dated as of January 1, 2000, between the Company and
the trustee named therein, as amended from time to time.
1.24 "Vested" shall mean that portion of a Participant's benefits under this
Plan in which the Participant has a nonforfeitable right or vested
interest as determined in accordance with Article 3 below.
1.25 "Waiting Period Requirement" shall mean both (i) the attainment of age
twenty-one (21) and (ii) a Participant's continued employment for an
Employer for one Year of Service, commencing with the Participant's date
of hire.
1.26 "Years of Service" shall mean the total number of full years in which a
Participant has been employed by one or more Employers. For purposes of
this definition, a year of employment shall be a 365 day period (or 366
day period in the case of a leap year) that, for the first year of
employment, commences on the Employee's date of hire and that, for any
subsequent year, commences on an anniversary of that hire date. Any
partial year of employment shall not be counted.
1.27 "Years of Plan Participation" shall mean the total number of full years
in which a Participant has been selected to participate in the Plan. For
purposes of this definition, a year of Plan Participation shall be a 365
day period (or 366 day period in the case of a leap year) that, for the
first year of Plan participation, commences on the date the Employee
commences Plan participation and that, for any subsequent year,
commences on an anniversary of that participation date. Any partial year
of Plan participation shall not be counted.
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Supplemental Executive Retirement Plan
Master Plan Document
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ARTICLE 2
ELIGIBILITY
2.1 SELECTION BY PLAN ADMINISTRATOR. Participation in the Plan shall be
limited to a select group of management and highly compensated employees
of the Employers who have met the Waiting Period Requirements. From that
group, the Plan Administrator shall select, in its sole discretion,
employees to participate in the Plan.
2.2 ENROLLMENT REQUIREMENTS. As a condition to participation, each selected
employee shall complete, execute and return to the Plan Administrator a
Plan Agreement and a Beneficiary Designation Form. In addition, the Plan
Administrator shall establish from time to time such other enrollment
requirements as it determines in its sole discretion are necessary.
2.3 COMMENCEMENT OF PARTICIPATION. Provided an employee selected to
participate in the Plan has met all enrollment requirements set forth in
this Plan and required by the Plan Administrator, that employee shall
commence participation in the Plan on the date specified by the Plan
Administrator. If a selected employee fails to meet all such
requirements prior to that date, that employee shall not be eligible to
participate in the Plan until the completion of those requirements.
ARTICLE 3
VESTING
3.1 VESTING IN BENEFITS.
(a) GENERAL. Except as provided in Sections 3.1(b) or 9.4 below, each
Participant shall have a nonforfeitable right or vested interest
in his or her SERP Benefit according to the following vesting
schedule:
-------------------------------------------------
YEARS OF PLAN VESTED PERCENTAGE
PARTICIPATION
-------------------------------------------------
Less than 7 0
-------------------------------------------------
7 or more 100%
-------------------------------------------------
(b) SPECIAL. Notwithstanding Section 3.1(a) above, and subject to
Section 9.4 below, a Participant, or his or her Beneficiary in
the case of a survivor benefit, shall have a nonforfeitable right
or vested interest in the Participant's SERP Benefit upon the
Participant's death or Disability, upon a Change in Control, or
upon the Participant's Involuntary Termination other than a
Termination for Cause.
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ARTICLE 4
BENEFITS
4.1 ELIGIBILITY FOR BENEFITS.
(a) TERMINATION BENEFIT. If a Participant experiences a Termination
of Employment, then he or she shall be entitled to his or her
Vested SERP Benefit.
(b) DISABILITY BENEFIT. If a Participant suffers a Disability, he or
she shall be entitled to his or her Vested SERP Benefit.
(c) SURVIVOR'S BENEFITS. If a Participant dies prior to the
commencement of benefits under this Plan, his or her Beneficiary
shall be entitled to receive the Participant's Vested SERP
Benefit. If a Participant dies after the commencement of his or
her benefits under this Plan, his or her Beneficiary shall be
entitled to receive any remaining payments at the time and in
the amount they would have been paid to the Participant if he or
she had not died.
4.2 PAYMENT OF BENEFITS. Payments of benefits shall be made in the following
manner.
(a) TERMINATION OF EMPLOYMENT. If a Participant's benefits become
payable because of his or her Termination of Employment under
Section 4.1(a), such benefit payments shall commence as of the
later of the first day of the month following such Termination
of Employment or the first day of the month following his or her
attainment of age 55. If such benefits are to be paid or
commence other than the month following the month in which the
Participant attained age 60, he or she shall receive the
Actuarial Equivalent of his or her Vested SERP Benefit.
Notwithstanding the foregoing, if a Participant's benefit
becomes payable because of a Termination of Employment that is
an Involuntary Termination other than a Termination for Cause,
his or her SERP Benefit shall be paid in a lump sum as of the
first day of the month following such Involuntary Termination.
(b) DISABILITY, OR DEATH PRIOR TO COMMENCEMENT OF BENEFITS. If a
Participant's benefits become payable because of his or her
Disability, or because of his or her death prior to the
commencement of benefit payments under this Plan, such benefit
payments shall commence as of the first day of the month
following such Disability or death. If such benefits are to be
paid or commence other than the month following the month in
which the Participant attained age 60, the Participant, or the
Participant's Beneficiary, shall receive the Actuarial
Equivalent of his or her Vested SERP Benefit.
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Supplemental Executive Retirement Plan
Master Plan Document
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4.3 ALTERNATIVE FORMS OF PAYMENT; ELECTIONS.
(a) LUMP SUM. A Participant or his or her Beneficiary, as the case
may be, may elect, at any time at least twelve months before the
date he or she commences to receive benefit payments under this
Plan, to receive those payments in a lump sum, based on the
Actuarial Equivalent of his or her Vested SERP Benefit.
(b) WITHDRAWAL ELECTION. A Participant or his or her Beneficiary, as
the case may be, may elect, at any time after he or she
commences to receive benefits payments under this Plan, to
receive those payments in a lump sum, based on the Actuarial
Equivalent of his or her remaining Vested SERP Benefit less a
10% penalty (as described below) (the net amount shall be
referred to as the "Benefit Amount"). No election to partially
accelerate benefits shall be allowed. The Participant shall make
this election by giving the Plan Administrator advance written
notice of the election in a form determined from time to time by
the Plan Administrator. The penalty shall be equal to 10% of the
Participant's remaining Vested SERP Benefit, determined on an
Actuarial Equivalent basis. The Participant shall be paid the
Benefit Amount within 60 days of his or her election. Once the
Benefit Amount is paid, the Participant's participation in the
Plan shall terminate and the Participant shall not be eligible
to participate in the Plan in the future.
(c) PLAN ADMINISTRATOR DISCRETION. Upon the request of a
Participant, the Plan Administrator, in its sole discretion and
consistent with its established procedures and rules, may
consider other forms of benefit payments, or the timing of
benefit payments, as it deems necessary and prudent under the
circumstances.
4.4 LIMITATION ON BENEFITS. Notwithstanding the foregoing provisions of this
Article 4, in no event shall a Participant or his or her Beneficiary
receive more than one form of benefit under this Article 4.
4.5 WITHHOLDING AND PAYROLL TAXES. The Employers shall withhold from any and
all benefits made under this Article 4, all federal, state and local
income, employment and other taxes required to be withheld by the
Employer in connection with the benefits hereunder, in amounts to be
determined in the sole discretion of the Employers.
ARTICLE 5
TERMINATION, AMENDMENT OR MODIFICATION OF THE PLAN
5.1 TERMINATION. Each Employer reserves the right to terminate the Plan at
any time with respect to its participating employees by the actions of
its board of directors. The termination of the Plan shall not adversely
affect any Participant or his or her Beneficiary who has a 100% Vested
SERP Benefit under the Plan as of the date of termination; provided,
however, that the Employer shall have the right to accelerate benefit
payments by paying the Actuarial
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Supplemental Executive Retirement Plan
Master Plan Document
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Equivalent value of such payments. For all other Participants, upon the
termination of the Plan, all Plan Agreements shall terminate and the
Actuarial Equivalent of a Participant's accrued SERP Benefit shall be
paid out in a lump sum.
5.2 AMENDMENT. Any Employer may, at any time, amend or modify the Plan in
whole or in part with respect to its participating employees by the
actions of its board of directors; provided, however, that no amendment
or modification shall be effective to decrease or restrict a
Participant's then accrued SERP Benefit, determined on an Actuarial
Equivalent basis. The amendment or modification of the Plan shall not
affect any Participant or his or her Beneficiary who has become entitled
to the payment of benefits under the Plan as of the date of the
amendment or modification; provided, however, that the Employer shall
have the right to accelerate installment payments by paying the
Actuarial Equivalent value of such payments either in a lump sum or in
some other accelerated form of payment.
5.3 TERMINATION OF PLAN AGREEMENT. Absent the earlier termination,
modification or amendment of the Plan, the Plan Agreement of any
Participant shall terminate upon the full payment of the applicable
Vested SERP Benefit as provided under Article 4.
ARTICLE 6
OTHER BENEFITS AND AGREEMENTS
6.1 COORDINATION WITH OTHER BENEFITS. The benefits provided for a
Participant under this Plan are in addition to any other benefits
available to such Participant under any other plan or program for
employees of the Employers. The Plan shall supplement and shall not
supersede, modify or amend any other such plan or program except as may
otherwise be expressly provided.
ARTICLE 7
ADMINISTRATION OF THE PLAN
7.1 PLAN ADMINISTRATOR DUTIES. This Plan shall be administered by a Plan
Administrator which shall consist of the Board, or such committee as the
Board shall appoint. Members of the Plan Administrator may be
Participants under this Plan. The Plan Administrator shall also have the
discretion and authority to (i) make, amend, interpret and enforce all
appropriate rules and regulations for the administration of this Plan
and (ii) decide or resolve any and all questions including
interpretations of this Plan, as may arise in connection with the Plan.
7.2 AGENTS. In the administration of this Plan, the Plan Administrator may
employ agents and delegate to them such administrative duties as it sees
fit, (including acting through a duly appointed representative), and may
from time to time consult with counsel who may be counsel to any
Employer.
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Supplemental Executive Retirement Plan
Master Plan Document
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7.3 BINDING EFFECT OF DECISIONS. The decision or action of the Plan
Administrator with respect to any question arising out of or in
connection with the administration, interpretation and application of
the Plan and the rules and regulations promulgated hereunder shall be
final and conclusive and binding upon all persons having any interest in
the Plan.
7.4 INDEMNITY OF PLAN ADMINISTRATOR. All Employers shall indemnify and hold
harmless the members of the Plan Administrator against any and all
claims, losses, damages, expenses or liabilities arising from any action
or failure to act with respect to this Plan, except in the case of
willful misconduct by the Plan Administrator or any of its members.
7.5 EMPLOYER INFORMATION. To enable the Plan Administrator to perform its
functions, each Employer shall supply full and timely information to the
Plan Administrator on all matters relating to the compensation of its
Participants, the date and circumstances of the retirement, Disability,
death or Termination of Employment of its Participants, and such other
pertinent information as the Plan Administrator may reasonably require.
ARTICLE 8
CLAIMS PROCEDURES
8.1 PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
Participant (such Participant or Beneficiary being referred to below as
a "Claimant") may deliver to the Plan Administrator a written claim for
a determination with respect to the amounts distributable to such
Claimant from the Plan. If such a claim relates to the contents of a
notice received by the Claimant, the claim must be made within 60 days
after such notice was received by the Claimant. The claim must state
with particularity the determination desired by the Claimant. All other
claims must be made within 180 days of the date on which the event that
caused the claim to arise occurred. The claim must state with
particularity the determination desired by the Claimant.
8.2 NOTIFICATION OF DECISION. The Plan Administrator shall consider a
Claimant's claim within a reasonable time, and shall notify the Claimant
in writing:
(a) that the Claimant's requested determination has been made, and
that the claim has been allowed in full; or
(b) that the Plan Administrator has reached a conclusion contrary,
in whole or in part, to the Claimant's requested determination,
and such notice must set forth in a manner calculated to be
understood by the Claimant:
(i) the specific reason(s) for the denial of the claim, or
any part of it;
(ii) specific reference(s) to pertinent provisions of the
Plan upon which such denial was based;
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Master Plan Document
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(iii) a description of any additional material or information
necessary for the Claimant to perfect the claim, and an
explanation of why such material or information is
necessary; and
(iv) an explanation of the claim review procedure set forth
in Section 8.3 below.
8.3 REVIEW OF A DENIED CLAIM. Within 60 days after receiving a notice from
the Plan Administrator that a claim has been denied, in whole or in
part, a Claimant (or the Claimant's duly authorized representative) may
file with the Plan Administrator a written request for a review of the
denial of the claim. Thereafter, but not later than 30 days after the
review procedure began, the Claimant (or the Claimant's duly authorized
representative):
(a) may review pertinent documents;
(b) may submit written comments or other documents; and/or
(c) may request a hearing, which the Plan Administrator, in its sole
discretion, may grant.
8.4 DECISION ON REVIEW. The Plan Administrator shall render its decision on
review promptly, and not later than 60 days after the filing of a
written request for review of the denial, unless a hearing is held or
other special circumstances require additional time, in which case the
Plan Administrator's decision must be rendered within 120 days after
such date. Such decision must be written in a manner calculated to be
understood by the Claimant, and it must contain:
(a) specific reasons for the decision;
(b) specific reference(s) to the pertinent Plan provisions upon
which the decision was based; and
(c) such other matters as the Plan Administrator deems relevant.
8.5 LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
this Article 8 is a mandatory prerequisite to a Claimant's right to
commence any legal action with respect to any claim for benefits under
this Plan.
ARTICLE 9
BENEFICIARY DESIGNATION
9.1 BENEFICIARY. Each Participant shall have the right, at any time, to
designate his or her Beneficiary(ies) (both primary as well as
contingent) to receive any benefits payable under the Plan to a
beneficiary upon the death of a Participant. The Beneficiary designated
under this Plan may be the same as or different from the Beneficiary
designation under any other plan of an Employer in which the Participant
participates.
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9.2 BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT. A Participant shall
designate his or her Beneficiary by completing and signing the
Beneficiary Designation Form, and returning it to the Plan Administrator
or its designated agent. A Participant shall have the right to change a
Beneficiary by completing, signing and otherwise complying with the
terms of the Beneficiary Designation Form and the Plan Administrator's
rules and procedures, as in effect from time to time. If the Participant
names someone other than his or her spouse as a Beneficiary, a spousal
consent, in the form designated by the Plan Administrator, must be
signed by that Participant's spouse and returned to the Plan
Administrator. Upon the acceptance by the Plan Administrator of a new
Beneficiary Designation Form, all Beneficiary designations previously
filed shall be cancelled. The Plan Administrator shall be entitled to
rely on the last Beneficiary Designation Form filed by the Participant
and accepted by the Plan Administrator prior to his or her death.
9.3 ACKNOWLEDGMENT. No designation or change in designation of a Beneficiary
shall be effective until received, accepted and acknowledged in writing
by the Plan Administrator or its designated agent.
9.4 NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above, or if all
designated Beneficiaries predecease the Participant or die prior to
complete distribution of the Participant's benefits, then the
Participant's spouse shall be the designated Beneficiary. If the
Participant has no surviving spouse, the benefits remaining under the
Plan shall be forfeited.
9.5 DOUBT AS TO BENEFICIARY. If the Plan Administrator has any doubt as to
the proper Beneficiary to receive payments pursuant to this Plan, the
Plan Administrator shall have the right, exercisable in its discretion,
to cause the Participant's Employer to withhold such payments until this
matter is resolved to the Plan Administrator's satisfaction.
9.6 DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
Beneficiary shall fully and completely discharge all Employers and the
Plan Administrator from all further obligations under this Plan with
respect to the Participant, and that Participant's Plan Agreement shall
terminate upon such full payment of benefits.
ARTICLE 10
TRUST
10.1 ESTABLISHMENT OF THE TRUST. The Company shall establish the Trust. The
Employers shall transfer over to the Trust such assets, if any, as the
Employers determine, in their sole discretion.
10.2 INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan
and the Plan Agreement shall govern the rights of a Participant to
receive distributions pursuant to the Plan. The provisions of the Trust
shall govern the rights of the Employers, Participants and the creditors
of the Employers to the assets transferred to the Trust. Each Employer
shall at
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all times remain liable to carry out its obligations under the Plan.
Each Employer's obligations under the Plan may be satisfied with Trust
assets distributed pursuant to the terms of the Trust, and any such
distribution shall reduce the Employer's obligations under this
Agreement.
ARTICLE 11
MISCELLANEOUS
11.1 UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries
successors and assigns shall have no legal or equitable rights,
interests or claims in any property or assets of an Employer. Any and
all of an Employer's assets shall be, and remain, the general, unpledged
unrestricted assets of the Employer. An Employer's obligation under the
Plan shall be merely that of an unfunded and unsecured promise to pay
money in the future.
11.2 EMPLOYER'S LIABILITY. An Employer's liability for the payment of
benefits shall be defined only by the Plan and the Plan Agreement, as
entered into between the Employer and a Participant. An Employer shall
have no obligation to a Participant under the Plan except as expressly
provided in the Plan and his or her Plan Agreement.
11.3 NONASSIGNABILITY. Neither a Participant nor any other person shall have
any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate or convey in
advance of actual receipt, the amounts, if any, payable hereunder, or
any part thereof, which are, and all rights to which are, expressly
declared to be, unassignable and non-transferable. No part of the
amounts payable shall, prior to actual payment, be subject to seizure or
sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by a Participant or any other person, nor be
transferable by operation of law in the event of a Participant's or any
other person's bankruptcy or insolvency.
11.4 NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
shall not be deemed to constitute a contract of employment between any
Employer and the Participant. Such employment is hereby acknowledged to
be an "at will" employment relationship that can be terminated at any
time for any reason, with or without cause, unless expressly provided in
a written employment agreement. Nothing in this Plan shall be deemed to
give a Participant the right to be retained in the service of any
Employer or to interfere with the right of any Employer to discipline or
discharge the Participant at any time.
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11.5 FURNISHING INFORMATION. A Participant or his or her Beneficiary will
cooperate with the Plan Administrator by furnishing any and all
information requested by the Plan Administrator and take such other
actions as may be requested in order to facilitate the administration of
the Plan and the payments of benefits hereunder, including but not
limited to taking such physical examinations as the Plan Administrator
may deem necessary.
11.6 TERMS. Whenever any words are used herein in the masculine, they shall
be construed as though they were in the feminine in all cases where they
would so apply; and wherever any words are used herein in the singular
or in the plural, they shall be construed as though they were used in
the plural or the singular, as the case may be, in all cases where they
would so apply.
11.7 CAPTIONS. The captions of the articles, sections and paragraphs of this
Plan are for convenience only and shall not control or affect the
meaning or construction of any of its provisions.
11.8 GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
construed and interpreted according to the internal laws of the State of
California without regard to its conflict of laws principles.
11.9 VALIDITY. In case any provision of this Plan shall be illegal or invalid
for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this Plan shall be construed and enforced as
if such illegal and invalid provision had never been inserted herein.
11.10 NOTICE. Any notice or filing required or permitted to be given to the
Plan Administrator under this Plan shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the address
below:
Committee c/o Keith Roberts, Esq.
QuadraMed Corporation
22 Pelican Way
San Rafael, CA 94901
Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the
receipt for registration or certification.
Any notice or filing required or permitted to be given to a Participant
under this Plan shall be sufficient if in writing and hand-delivered, or
sent by mail, to the last known address of the Participant.
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QUADRAMED CORPORATION
Supplemental Executive Retirement Plan
Master Plan Document
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11.11 SUCCESSORS. The provisions of this Plan shall bind and inure to the
benefit of the Participant's Employer and its successors and assigns and
the Participant and the Participant's Beneficiary.
11.12 SPOUSE'S INTEREST. The interest in the benefits hereunder of a spouse of
a Participant who has predeceased the Participant shall automatically
pass to the Participant and shall not be transferable by such spouse in
any manner, including but not limited to such spouse's will, nor shall
such interest pass under the laws of intestate succession.
11.13 INCOMPETENT. If the Plan Administrator determines in its discretion that
a benefit under this Plan is to be paid to a minor, a person declared
incompetent or to a person incapable of handling the disposition of that
person's property, the Plan Administrator may direct payment of such
benefit to the guardian, legal representative or person having the care
and custody of such minor, incompetent or incapable person. The Plan
Administrator may require proof of minority, incompetency, incapacity or
guardianship, as it may deem appropriate prior to distribution of the
benefit. Any payment of a benefit shall be a payment for the account of
the Participant and the Participant's Beneficiary, as the case may be,
and shall be a complete discharge of any liability under the Plan for
such payment amount.
11.14 COURT ORDER. The Plan Administrator is authorized to make any payments
directed by court order in any action in which the Plan or Plan
Administrator has been named as a party.
11.15 DISTRIBUTION IN THE EVENT OF TAXATION. If, for any reason, all or any
portion of a Participant's benefit under this Plan becomes taxable to
the Participant prior to receipt, a Participant may petition the Plan
Administrator for a distribution of that portion of his or her benefit
that has become taxable. Upon the grant of such a petition, which grant
shall not be unreasonably withheld, a Participant's Employer shall
distribute to the Participant immediately available funds in an amount
equal to the taxable portion of his or her benefit (which amount shall
not exceed a Participant's unpaid Vested SERP Benefit under the Plan).
If the petition is granted, the tax liability distribution shall be made
within 90 days of the date when the Participant's petition is granted.
Such a distribution shall affect and reduce the benefits to be paid
under this Plan.
11.16 LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL. The Company and
each Employer is aware that upon the occurrence of a Change in Control,
the Board or the board of directors of a Participant's Employer (which
might then be composed of new members) or a shareholder of the Company
or the Participant's Employer, or of any successor corporation might
then cause or attempt to cause the Company, the Participant's Employer
or such successor to refuse to comply with its obligations under the
Plan and might cause or attempt to cause the Company or the
Participant's Employer to institute, or may institute, litigation
seeking to deny Participants the benefits intended under the Plan. In
these circumstances, the purpose of the Plan could be frustrated.
Accordingly, if, following a Change in Control, it should appear to any
Participant that the Company, the Participant's Employer or any
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QUADRAMED CORPORATION
Supplemental Executive Retirement Plan
Master Plan Document
================================================================================
successor corporation has failed to comply with any of its obligations
under the Plan or any agreement thereunder or, if the Company, such
Employer or any other person takes any action to declare the Plan void
or unenforceable or institutes any litigation or other legal action
designed to deny, diminish or to recover from any Participant the
benefits intended to be provided, then the Company and the Participant's
Employer irrevocably authorize such Participant to retain counsel of his
or her choice at the expense of the Company and the Participant's
Employer (who shall be jointly and severally liable) to represent such
Participant in connection with the initiation or defense of any
litigation or other legal action, whether by or against the Company, the
Participant's Employer or any director, officer, shareholder or other
person affiliated with the Company, the Participant's Employer or any
successor thereto in any jurisdiction.
IN WITNESS WHEREOF, E. A. Roskovensky has signed this Plan document
on May 12, 2000.
QuadraMed Corporation, a Delaware corporation
By: /s/ E. A. ROSKOVENSKY
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Title: Compensation Committee
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