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EXHIBIT 10.45
January 15, 1998
Mr. Andy Hurd
4122 Tompkins Avenue
Oakland, CA 94619
Dear Andy,
We are pleased to offer you the position of Executive Vice President of
Business Development for QuadraMed Corporation at a starting base salary
of $150,000 per year. As Executive Vice President of Business
Development, your primary role will be the development and management of
a sales team to serve QuadraMed's existing customer base. You will be
eligible to participate in a number of benefit programs described in
QuadraMed's Employee Manual, which I have enclosed for your information.
You will be eligible to participate in a bonus program based upon
QuadraMed's performance as well as your individual performance and that
of your team. Upon the achievement of your established annual
performance objectives you will receive a bonus payment equal to
$150,000, payable when bonus payments in connection with 1998 are made
to QuadraMed's executives generally. After your start date, we will
formalize a more detailed bonus program for you and your team under
which you will be eligible for additional bonuses based on the
achievement of incremental revenue in excess of the revenue performance
objectives established for 1998. As I mentioned to you in our last
discussion, your potential bonus will not be subject to any sort of cap.
You will receive a $50,000 non-recoverable draw against your 1998 bonus.
This draw will be paid as a part of your bi-weekly paycheck over the
first 12 months of your employment.
Subject to the approval of QuadraMed's Board of Directors at its next
meeting, (i) you will be granted an option to purchase 50,000 shares of
QuadraMed's common stock in accordance with QuadraMed's 1996 Stock
Incentive Plan, which will vest over a period of four years from the
date of grant based on your continued employment, and (ii) you will be
granted a warrant to purchase 50,000 shares of QuadraMed Stock, which
will vest upon the achievement of certain performance goals.
Specifically, your warrant will vest 25% of the shares at the end of
your first year of service provided your performance objectives for 1998
are achieved. In subsequent years, your warrant will vest 25% of the
shares if the revenue target set forth in your annual performance
objectives is achieved in that year. All of your outstanding options
will vest immediately if your employment is terminated without cause in
connection with a change in control of QuadraMed. Any termination of
your employment within the 12-month period following a change in control
would be deemed to be effected by a change in control.
Should your employment be terminated without cause by QuadraMed, you would
be entitled to receive a severance benefit equal to three months of your
base salary. Should your
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Mr. Andy Hurd
January 7, 1998
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employment be terminated without cause in connection with a change in
control, your severance benefit would increase to six months salary.
As I'm sure you can appreciate Andy, I need to clarify a few more formal
legal points to make QuadraMed's lawyers happy.
Employment with QuadraMed is for no specific period of time. As a result,
either you or QuadraMed are free to terminate your employment
relationship at any time for any reason, with or without cause. This
letter sets forth the full and complete agreement between us on this
term. Although your job duties, title, and other terms of your
employment, as well as QuadraMed's personnel policies and procedures,
may change from time-to-time, the "at-will" nature of your employment
may only be changed in an express writing signed by you and the Chief
Executive Officer or President of QuadraMed.
Your employment pursuant to this offer is contingent upon you executing the
enclosed Proprietary Information Agreement and upon you providing
QuadraMed with the legally required proof of your identity and
authorization to work in the United States.
A duplicate original of this offer is enclosed for your records. To accept
this offer, please sign and return this letter and an executed
Proprietary Information Agreement to me. This offer, if not accepted,
will expire on January 19, 1998.
Andy, we are delighted to have you join our senior management team, and we
feel confident that you will find this a rewarding career opportunity.
Please feel free to contact me at your convenience if you have any
questions.
Very truly yours,
James D. Durham
/s/ James D. Durham
Chairman of the Board,
President and Chief Executive Officer
I have read and accept this employment offer.
/s/ Andy Hurd
Date:January 7, 1998