EXHIBIT 10.67
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made as of the 16th day of
August, 2000 between QUADRAMED CORPORATION, a Delaware corporation with a
principal place of business at 22 Pelican Way, San Rafael, California 94901
("Company") DEAN SOULELES, an individual residing at 8840 Collett Avenue,
North Hills, California 91343 ("Employee").
PART ONE - DEFINITIONS
DEFINITIONS. For purposes of this Agreement, the following definitions
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will be in effect:
"CHANGE IN CONTROL" means:
(i) 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 Company's state of incorporation;
(ii) a stockholder approved sale, transfer or other disposition of all
or substantially all of the assets of the Company;
(iii) 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%);
(iv) 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;
(v) 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
(vi) 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 or election.
"CODE" means the Internal Revenue Code of 1986, as amended from time
to time.
"COMPANY" means QuadraMed Corporation, a Delaware corporation.
"EFFECTIVE DATE" shall mean August 16, 2000
"EMPLOYEE" means Dean Souleles.
"EMPLOYEE BENEFIT PLAN" shall have the meaning given the term under
Section 3 of ERISA.
"EMPLOYMENT PERIOD" means the period of Employee's employment with
the Company governed by the terms and provisions of this Agreement.
"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as in effect from time to time.
"INVOLUNTARY TERMINATION" means the termination of the Employee's
employment with the Company:
(i) involuntarily upon Employee's discharge or dismissal or the
Company's failure to renew this Agreement pursuant to Section 3 of Part
Two, whether or not in connection with a Change in Control; or
(ii) voluntarily or involuntarily, provided such termination occurs
in connection with (a) a change in Employee's position with the Company or
any successor which materially reduces Employee's level of responsibility,
(b) a material reduction in Employee's level of compensation (including
base salary, fringe benefits and any non-discretionary bonuses or other
incentive payments earned pursuant to objective standards or criteria) or
(c) a relocation of Employee's principal place of employment by more than
forty-five (45) miles and such change, reduction or relocation is effected
without Employee's written concurrence.
"OPTION" means any option or share purchase right granted to Employee
under the Stock Option Plan that is outstanding at the time of a Change in
Control or Employee's Involuntary Termination.
"STOCK OPTION PLAN" means collectively the Company's 1996 Stock
Incentive Plan (including the predecessor 1994 Stock Option Plan), as
amended through the date hereof and the company's 1999 Stock Incentive
Plan, as amended through the date hereof.
"TERM" shall mean the term beginning on the Effective Date and ending
on the first anniversary thereof, subject to the provisions of Section 3
and 4 of Part Two.
"TERMINATION FOR CAUSE" will mean an Involuntary Termination of
Employee's employment for (i) one or more alleged acts of fraud,
embezzlement, misappropriation of proprietary information, misappropriation
of the Company's trade secrets or other confidential information, a breach
of Employee's fiduciary duties to the Company or any other misconduct
adversely affecting the business reputation of the Company in a material
manner; or (ii) Employee's failure to adhere to any written Company policy
or the terms of this Agreement or Employee's failure to adhere to any
written Company policy or the terms of this Agreement or Employee's failure
to perform the material duties of Employee's position following written
notice from the Company describing the failure and a reasonable opportunity
to cure such failure, if such failure is susceptible of cure.
PART TWO - TERMS AND CONDITIONS OF EMPLOYMENT
The following terms and conditions will govern Employee's employment
with the Company throughout the Employment Period and will also, to the
extent expressly indicated below, remain in effect following Employee's
termination date.
1. EMPLOYMENT AND DUTIES. The Company will employ Employee as an
executive officer in the position of Chief Technology Officer. Employee's
office is located in Woodland Hills, California. Employee agrees to
continue in such employment for the duration of the Employment Period and
to perform in good faith and to the best of Employee's ability all services
which may be required of Employee in Employee's executive position and
render such services at all reasonable times and places in accordance with
reasonable directives and assignments issued by the Board and the Company's
Chief Executive Officer. During Employee's Employment Period, Employee will
devote Employee's full time and effort to the business and affairs of the
Company within the scope of Employee's executive office.
2. AT WILL EMPLOYEE. The Company hereby employs the Employee, and
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the Employee hereby accepts employment by the Company, upon the terms and
conditions set forth in this Agreement. Employee shall be an employee "at
will," terminable at any time by the Company for cause or without cause.
3. TERM: AUTOMATIC EXTENSION: ETC. The initial term of this
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Agreement shall be one (1) year from the Effective Date. Commencing on the
anniversary of the Effective Date, and on each succeeding anniversary, the
term of this Agreement shall automatically be extended for one (1) additional
year unless, not less than one (1) month preceding such anniversary date,
either party to this Agreement shall have given written notice to the other
party pursuant to Section 12 of Part Three that such party will not extend
the term of this Agreement.
4. COMPENSATION.
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A. For service in the 2000 calendar year on or after the
Effective Date, Employee's base salary will be paid at the annual rate of
One Hundred Eighty Thousand ($180,000) Dollars. Employee's annual rate of
base salary may be subject to adjustment each calendar year by the Board.
B. Employee's base salary will be paid at periodic intervals
in accordance with the Company's payroll practices for salaried employees.
C. Employee shall be eligible for a discretionary bonus of up
to forty (40%) percent of Employee's then-current annual rate of base
salary (which bonus shall be prorated for the period from the Effective
Date until December 31, 2000) for each calendar year Employee is employed
by the Company. Employee's discretionary bonus and timing of its payment
will be determined by the Board in its sole discretion and based upon the
recommendation of the Company's Compensation Committee and such additional
factors as the Board deems appropriate, including Employee's individual
performance and the Company's financial results.
D. The Company will deduct and withhold, from the compensation
payable to Employee hereunder, any and all applicable federal, state and
local income and employment withholding taxes and any other amounts
required to be deducted or withheld by the Company under applicable statute
or regulation.
5. STOCK OPTIONS. The Company will issue Employee non-qualified stock
options to purchase 80,000 shares of Common Stock in the Company at an
exercise price equal to the closing price of the Company's Common Stock as
of the Effective Date. These Options will be subject to vesting over a four
year period with (1/4th) of such Options vesting upon the expiration of a
one (1) year period following the Effective Date and the remaining (3/4th)
of such options vesting ratably on a monthly basis thereafter and shall
otherwise be subject to the standard terms and conditions contained in the
Stock Plan and the form Stock Option Agreements approved by the Board in
connection therewith.
6. EXPENSE REIMBURSEMENT. Employee will be entitled to reimbursement
from the Company for all customary, ordinary and necessary business
expenses incurred by Employee in the performance of Employee's duties
hereunder; provided Employee furnishes the Company with vouchers, receipts
and other substantiation of such expenses in accordance with Company
policies.
7. FRINGE BENEFITS. During the Employment Period, Employee will be
eligible to participate in any group life insurance plan, group medical
and/or dental insurance plan, accidental death and dismemberment plan,
short-term disability program and other employee benefit plans, including
profit sharing plans, cafeteria benefit programs and stock purchase and
option plans, which are made available to executives and for which Employee
qualifies.
8. VACATION. Employee will accrue four (4) weeks of paid vacation
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benefits during each calendar year of the Employment Period in accordance
with the Company policy in effect for executive officers.
9. DEATH OR DISABILITY.
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A. Upon Employee's death or disability during the Employment
Period, the employment relationship created pursuant to this Agreement will
immediately terminate and no further compensation will become payable to
Employee pursuant to Part Two, Section 4. In connection with such
termination by reason of death, the Company will only be required to pay
Employee (or Employee's estate) any unpaid compensation earned under Part
Two, Section 4 for services rendered through the date of Employee's death.
In connection with such termination by reason of disability, the Company
will be required to pay to Employee any unpaid compensation earned under
Part Two, Section 4 for services rendered through the date of Employee's
disability, together with any income continuation payments provided
Employee under any disability income/insurance policies or programs funded
by the Company on Employee's behalf.
B. Employee will be deemed disabled if Employee is so
characterized pursuant to the terms of the Company's disability policies or
programs applicable to Employee from time to time, or if no such policy is
applicable, if Employee is unable to perform the essential functions of
Employee's duties for physical or mental reasons for one hundred twenty
(120) consecutive days, or one hundred eighty (180) days during any twelve
(12) month period.
C. Upon death or disability of Employee, the relevant terms of
the Stock Option Plan will apply.
10. SEVERANCE BENEFITS. Notwithstanding anything herein to the
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contrary, Employee will be entitled to receive only the severance benefits
specified below in the event there should occur a termination of Employee's
employment:
A. SEVERANCE BENEFIT. If Employee is terminated by reason of an
Involuntary Termination of Employee's employment (other than a Termination
for Cause), the Company will make a severance payment to Employee equal to
six (6) months of Employee's current rate of base salary in monthly
installments over a six (6) month period following the date of Employee's
Involuntary Termination.
B. WELFARE BENEFITS. For a period of twelve (12) months, or
until such time as Employee qualifies for comparable benefits with a
subsequent employer - whichever first occurs, the Company shall provide
Employee (and Employee's dependents, as applicable) with the same health
benefits to which Employee was entitled as an employee immediately before
the Involuntary Termination. To the maximum extent permitted by applicable
law, the benefits provided under this Section 10.B. shall be in discharge
of any obligations of the Company or any rights of Employee under the
benefit continuation provisions under Section 4980A of the Code and Part VI
of Title I of ERISA ("COBRA") or any other legislation of similar import.
C. OPTION ACCELERATION UPON INVOLUNTARY TERMINATION. In
connection with the Involuntary Termination of Employee's employment (other
than Termination for Cause), whether before or after a Change in Control
transaction, each of Employee's Options under the Stock Option Plan and all
restricted or unvested Common Stock granted by the Company will (to the
extent not then otherwise exercisable or vested) automatically accelerate
and vest and any repurchase rights with respect thereto will terminate so
that each such Option or share of restricted or unvested Common Stock will
become immediately and fully exercisable or vested as of the date of
termination. Each such accelerated Option, together with all of Employee's
other vested Options, will remain exercisable for a period of three (3)
years following Employee's Involuntary Termination and may be exercised for
any or all of the option shares, including the accelerated shares, in
accordance with the exercise provisions of the Option agreement evidencing
the grant.
D. RELEASE OF COMPANY. Receipt of severance benefits pursuant
to this Section 10 shall be in lieu of all other amounts payable by the
Company to Employee and in settlement and complete release of all claims
Employee may have against the Company or its directors, officers, or
shareholders, other than those arising out of the severance benefits due
and payable under Sections 10 and 16 of Part Two of this Agreement and
Employee's rights under Part Three of this Agreement. Employee acknowledges
and agrees that execution of a general release of claims by Employee in a
form reasonably acceptable to the Company shall be a condition precedent to
the Company's obligation to pay severance benefits hereunder.
11. OPTION/VESTING ACCELERATION UPON CHANGE IN CONTROL.
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A. To the extent the acquiring company in any Change in Control
transaction does not assume or otherwise continue in full force and effect
the Employee's outstanding Options under the Stock Option Plan, those
Options shall automatically accelerate and vest so that each such Option
will, immediately prior to the Change in Control, become fully exercisable
for all the option shares and shall terminate immediately after the Change
in Control transaction.
B. The following provisions shall govern any Options that are
to be assumed or otherwise continued in effect in the Change in Control and
any restricted or unvested shares of Common Stock held by the Employee at
the time of the Change in Control.
The Options shall accelerate and vest at the time of the Change
in Control so that each Option will become exercisable for all of the
Option shares immediately prior to the Change in Control transaction,
except to the extent the Option parachute payment attributable to such
accelerated vesting would otherwise result in an excess parachute payment
under Code Section 280G. Any Option that does not accelerate and vest at
the time of the Change in Control by reason of the foregoing limitation
shall continue to become exercisable and vest in accordance with the
vesting schedule applicable to that Option immediately prior to the Change
in Control.
Any restricted or unvested shares of Common Stock held by the
Employee at the time of the Change in Control shall immediately vest at
that time and the Company's repurchase rights with respect to those shares
shall terminate, except to the extent the parachute payment attributable to
such accelerated vesting, when added to the parachute payment attributable
to the acceleration of the Employee's outstanding Options, would result in
an excess parachute payment under Code Section 280G. The Company's
repurchase rights with respect to any restricted or unvested shares which
do not vest at the time of the Change in Control by reason of the foregoing
limitation shall continue in effect and shall be assigned to any successor
entity in the Change in Control transaction, and Employee shall continue to
vest in those shares in accordance with the vesting schedule in effect for
the shares immediately prior to the Change in Control.
Any Option which does not accelerate, and any restricted or
unvested shares of Common Stock which do not vest at the time of the Change
in Control by reason of the foregoing limitations shall immediately vest in
full pursuant to the provisions of Section 11.C. upon any Involuntary
Termination of Employee's employment following the Change in Control (other
than a Termination for Cause). Each such accelerated Option, together with
each of the Employee's other vested Options shall remain exercisable and
outstanding for a period of three (3) years and may be exercised for any or
all of the Option shares, including the accelerated shares, in accordance
with the provisions of the Option agreement evidencing such Option.
All determinations concerning the application of the parachute
payment provisions of Code Section 280G to the accelerated vesting of
Options and shares pursuant to this Section 11 shall be made by the
Company's independent certified public accountant, whose determination
shall be binding.
Each Option which is assumed or otherwise continued in effect
will be appropriately adjusted to apply to the number and class of
securities which would have been issued to Employee in the consummation of
the Change in Control transaction had the Option been exercised immediately
prior to such transaction, and appropriate adjustments will be made to the
Option exercise price payable per share, provided the aggregate exercise
price will remain the same.
12. RESTRICTIVE COVENANT. During the Employment Period, Employee will
not directly or indirectly, whether for Employee's own account or as an
employee, director, consultant or advisor, provide services to any business
enterprise other than the Company, unless otherwise authorized by the
Company in writing.
13. NON-SOLICITATION AND NON-DISPARAGEMENT. During any period for
which Employee is receiving compensation payments pursuant to Part Two,
Section 4 and two (2) years thereafter, Employee will not directly or
indirectly (i) solicit any Company employee, independent contractor or
consultant to leave the Company's employ or otherwise terminate such
person's relationship with the company for any reason or interfere in any
other manner with the employment or other relationships at the time
existing between the Company and its current employees, independent
contractors or consultants, (ii) solicit any of the Company's customers for
products or services substantially similar to those offered by the Company,
or (iii) disparage the Company or any of its stockholders, directors,
officers, employees or agents.
14. CONFIDENTIALITY.
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A. Employee hereby acknowledges that the Company may, from time
to time during the Employment Period, disclose to Employee confidential or
proprietary information pertaining to the Company's business and affairs
and client base or prospects, including (without limitation) customer lists
and accounts, other similar items indicating the source of the Company's
income and information pertaining to the salaries, duties and performance
levels of the Company's employees. Employee will not, at any time during or
after such Employment Period, disclose to any third party or directly or
indirectly make use of any such confidential information, including
(without limitation) the names, addresses and telephone numbers of the
Company's customers, other than in connection with, and in furtherance of,
the Company's business and affairs. Nothing contained in this section shall
be construed to prevent Employee from disclosing the amount of Employee's
salary.
B. All documents and data (whether written, printed or
otherwise reproduced or recorded) containing or relating to any such
confidential or proprietary information of the Company which come into
Employee's possession during the Employment Period will be returned by
Employee to the Company immediately upon the termination of the Employment
Period or upon any earlier request by the Company, and Employee will not
retain any copies, notes or excerpts thereof. Notwithstanding the
foregoing, Employee shall be entitled to retain Employee's file or Rolodex
containing names, addresses and telephone numbers and personal diaries and
calendars; provided, however, that Employee shall continue to be bound by
the terms of Section 14.A. above to the extent such retained materials
constitute confidential information.
C. Employee's obligations under this Section 14 will continue
in effect after the termination of Employee's employment with the Company,
whatever the reason or reasons for such termination, and the Company will
have the right to communicate with any of Employee's future or prospective
employers concerning Employee's continuing obligations under this Section
14.
15. OWNERSHIP RIGHTS.
A. All materials, ideas, discoveries and inventions pertaining
to the Company's business or clients, including (without limitation) all
patents and copyrights, patent applications, patent renewals and
extensions, trade secrets, software and the names, addresses and telephone
numbers of customers and prospects, will belong solely to the Company.
B. All materials, ideas, discoveries and inventions which
Employee may devise, conceive, develop or reduce to practice (whether
individually or jointly with others) during the Employment Period will be
the sole property of the Company and are hereby assigned by Employee to the
Company, except for any idea, discovery or invention (i) for which no
Company equipment, supplies, facility or trade secret information is used,
(ii) which is developed entirely on Employee's own time and (iii) which
neither (a) relates at the time of conception or reduction to practice, to
the Company's business or any actual or demonstrably-anticipated research
or development program of the Company nor (b) results from any work
performed by Employee for the Company. The foregoing exception corresponds
to the assignment of inventions precluded by California Labor Code Section
2870, attached as Exhibit A.
C. Employee will, at all times whether during or after the
Employment Period, assist the Company, at the Company's sole expense, in
obtaining, maintaining, defending and enforcing all legal rights and
remedies of the Company, including, without limitation, patents, copyrights
and other proprietary rights of the Company. Such assistance will include
(without limitation) the execution of documents and assistance and
cooperation in legal proceedings.
D. Employee will execute and be bound by all the terms and
provisions of the Company's standard Proprietary Information Agreement,
which is incorporated in whole herein by this reference. Nothing in this
document will be deemed to modify or affect Employee's duties and
obligations under those other agreements, which shall be deemed to be
obligations under this Agreement.
16. TERMINATION OF EMPLOYMENT.
A. The Company (or any successor entity resulting from a Change
in Control) may terminate Employee's employment under this Agreement at any
time for any reason, with or without cause, by providing Employee with at
least seven (7) days prior written notice. However, such notice requirement
will not apply in the event there is a Termination for Cause under
subsection D below.
B. In the event there is a termination of Employee's employment
by reason of an Involuntary Termination of Employee's employment with the
Company (other than Termination for Cause) during the Term, Employee will
become entitled to the benefits specified in Part Two, Section 10 in
addition to any unpaid compensation earned by Employee under Part Two,
Section 4.A. for services rendered prior to such termination.
C. Should Employee's employment with the Company terminate by
reason of Employee's death or disability during the Employment Period, no
severance benefits will be payable to Employee under Part Two, Section 10,
and only the limited death or disability benefits provided under Part Two,
Section 9 will be payable.
D. The Company may at any time, upon written notice, terminate
Employee's employment hereunder for any act qualifying as a Termination for
Cause or at any time following the expiration of the Term. Such termination
will be effective immediately upon such notice.
E. Upon such Termination for Cause or at any time following the
expiration of the Term, the Company will only be required to pay Employee
any unpaid compensation earned by Employee pursuant to Part Two, Section
4.A. for services rendered through the date of such termination, and no
termination or severance benefits will be payable to Employee under Part
Two, Section 10.
PART THREE - MISCELLANEOUS PROVISIONS
1. MITIGATION. Employee shall not be required to mitigate damages or
the amount of any payment provided for under this Agreement by seeking
other employment or otherwise and no future income earned by Employee from
employment or otherwise shall in any way reduce or offset any payments due
to Employee hereunder. The provisions of this Agreement, and any payment
provided for hereunder, shall not reduce any amounts otherwise payable, or
in any way diminish Employee's existing rights which would accrue solely as
a result of the passage of time, under any Company Employee Benefit Plan,
"Payroll practice" (as defined in ERISA), compensation arrangement,
incentive plan, stock option or other stock-related plan.
2. INDEMNIFICATION. The indemnification provisions for officers and
directors under the Company's Bylaws and any applicable indemnification
agreement between Employee and the Company will (to the maximum extent
permitted by law) be extended to Employee, during the period following
Employee's Involuntary Termination, with respect to any and all matters,
events or transactions occurring or effected during Employee's Employment
Period.
3. MISCELLANEOUS. The provisions of this Agreement will be construed
and interpreted under the laws of the State of California. This Agreement
incorporates the entire Agreement between Employee and the Company relating
to the terms of Employee's employment and the subject of severance benefits
and supersedes all prior agreements and understandings with respect to such
subject matter. This Agreement may only be amended by written instrument
signed by Employee and an authorized executive officer of the Company.
4. INJUNCTIVE RELIEF AND ADDITIONAL REMEDY. Employee acknowledges
that the injury that would be suffered by the Company as a result of a
breach of the provisions of Sections 12, 13, 14 and 15 of Part Two would be
irreparable and that an award of monetary damages to the Company for such a
breach would be an inadequate remedy. Consequently, the Company will have
the right, in addition to any other rights it may have, to obtain
injunctive relief to restrain any breach or threatened breach or otherwise
to specifically enforce any provision of this Agreement, and the Company
will not be obligated to post bond or other security in seeking such
relief.
5. REPRESENTATIONS AND WARRANTIES BY EMPLOYEE. Employee represents
and warrants to the Company that the execution and delivery by Employee of
this Agreement do not, and the performance by Employee of Employee's
obligations hereunder will not, with or without the giving of notice or the
passage of time, or both: (a) violate any judgment, writ, injunction, or
order of any court, arbitrator, or governmental agency applicable to
Employee or (b) conflict with, result in the breach of any provisions of or
the termination of, or constitute a default under, any agreement to which
Employee is a party or by which Employee is or may be bound.
6. WAIVER. The rights and remedies of the parties to this Agreement
are cumulative and not alternative. Neither the failure nor any delay by
either party in exercising any right, power, or privilege under this
Agreement will operate as a waiver of such right, power, or privilege, and
no single or partial exercise of any such right, power, or privilege will
preclude any other or further exercise of such right, power, or privilege
or the exercise of any other right, power, or privilege. To the maximum
extent permitted by applicable law, (a) no claim or right arising out of
this Agreement can be discharged by one party, in whole or in part, by a
waiver or renunciation of the claim or right unless in writing signed by
the other party; (b) no waiver that may be given by a party will be
applicable except in the specific instance for which it is given; and (c)
no notice to or demand on one party will be deemed to be a waiver of any
obligation of such party or of the right of the party giving such notice or
demand to take further action without notice or demand as provided in this
Agreement.
7. BINDING EFFECT; DELEGATION OF DUTIES. This Agreement shall be
binding upon and inure to the benefit of the Company and any successor of
the Company, including, without limitation, any corporation or corporations
acquiring directly or indirectly all or substantially all of the stock,
business or assets of the Company, whether by merger, consolidation,
division, sale or otherwise (and such successor shall thereafter be deemed
the "Company" for purposes of this Agreement). The Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation
or otherwise) to all or substantially all of the business and/or assets of
he Company, by agreement in form and substance satisfactory to Employee, to
expressly assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform if such
succession had not taken place. Failure of the Company to obtain such
assumption and agreement prior to the effectiveness of any such succession
shall be a breach of this Agreement entitling Employee to the benefits
hereunder, as though Employee was subject to Involuntary Termination. This
Agreement shall be binding and inure to the benefit of Employee, Employee's
successors, assigns, executors, administrators or beneficiaries. The duties
and covenants of Employee under this Agreement, being personal, may not be
delegated.
8. ENTIRE AGREEMENT; AMENDMENTS. This Agreement contains the entire
agreement between the parties with respect to the subject matter hereof and
supersede all prior agreements and understandings, oral or written, between
the parties hereto with respect to the subject matter hereof. This
Agreement may not be amended orally, but only by an agreement in writing
signed by the parties hereto.
9. ARBITRATION. Any controversy which may arise between Employee and
the Company with respect to the construction, interpretation or application
of any of the terms, provisions, covenants or conditions of this Agreement
or any claim arising from or relating to this Agreement will be submitted
to final and binding arbitration in Los Angeles, California or in any other
mutually acceptable location in accordance with the rules of the American
Arbitration Association then in effect.
10. SEVERABILITY. If any court of competent jurisdiction holds any
provision of this Agreement invalid or unenforceable, the other provisions
of this Agreement shall remain in full force and effect. Any provision of
this Agreement held invalid or unenforceable only in part or degree shall
remain in full force and effect to the extent not held invalid or
unenforceable.
11. COUNTERPARTS; FACSIMILE. This Agreement may be executed in one or
more counterparts, each of which will be deemed to be an original copy of
this Agreement and all of which, when taken together, will be deemed to
constitute one and the same agreement. To the maximum extent permitted by
applicable law, this Agreement may be executed via facsimile.
12. NOTICES. Any notice required to be given under this Agreement
shall be deemed sufficient, if in writing, and sent by certified mail,
return receipt requested, via overnight courier, or hand delivered to the
Company at 22 Pelican Way, San Rafael, California 94901, and to Employee at
the most recent address reflected in the permanent Company records.
13. LEGAL COSTS. If any legal action or other proceeding is brought
by either party for the enforcement of this Agreement, or because of an
alleged dispute, breach, default or misrepresentation in connection with
any of the provisions of this Agreement, the prevailing party shall be
entitled to recover reasonable attorneys fees and other costs incurred in
that action or proceeding. Notwithstanding anything herein above to the
contrary, as between Employee and the Company, the Company shall bear all
legal costs and expenses of defending the validity of this Agreement
against any third party. The Company shall bear all legal costs and
expenses incurred in the event the Company should contest or dispute the
characterization of any amounts paid pursuant to this Agreement as being
nondeductible under Section 280G of the Code or subject to imposition of an
excise tax under Section 4999 of the Code.
IN WITNESS WHEREOF, the Company and Employee have executed this
Agreement as a sealed instrument as of the Effective Date.
QUADRAMED CORPORATION
By:
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Lawrence P. English Dean Souleles
Its Chief Executive Officer
EXHIBIT A
Section 2870. Employment agreements; assignment of rights.
(a) Any provision in an employment agreement which provides that an
employee shall assign, or offer to assign, any of his or her rights in an
invention to his or her employer shall not apply to an invention that the
employee developed entirely on his or her own time without using the
employer's equipment, supplies, facilities, or trade secret information
except for those inventions that either:
(1) Relate at the time of conception or reduction to practice
of the invention to the employer's business, or actual or demonstrably
anticipated research or development of the employer; or
(2) Result from any work performed by the employee for the
employer.
(b) To the extent a provision in an employment agreement purports to
require an employee to assign an invention otherwise excluded from being
required to be assigned under subdivision (a), the provision is against the
public policy of this state and is unforceable.