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EXHIBIT 99.32
QUADRAMED CORPORATION
STOCK OPTION ASSUMPTION AGREEMENT
_______________ PLAN
OPTIONEE: <>
STOCK OPTION ASSUMPTION AGREEMENT effective as of the ____th day
of __________, _____ by Quadramed Corporation, a Delaware corporation
("Quadramed").
WHEREAS, the undersigned individual ("Optionee") holds one or
more outstanding options to purchase shares of the common stock of
______________, Inc., a ____________ corporation ("Target"), which were granted
to Optionee under the ______________, Inc. _______________ Plan (the "Plan") and
are each evidenced by the following agreement between Target and Optionee: a
Stock Option Agreement (the "Option Agreement").
WHEREAS, Target has been acquired by Quadramed through the merger
of Target with and into Quadramed (the "Merger") pursuant to the Amended and
Restated Agreement and Plan of Reorganization dated ___________, ______ by and
between Quadramed and Target (the "Reorganization Agreement").
WHEREAS, the provisions of the Reorganization Agreement require
Quadramed to assume all obligations of Target under all outstanding options
under the Plan at the consummation of the Merger and to issue to the holder of
each outstanding option an agreement evidencing the assumption of such option.
WHEREAS, pursuant to the provisions of the Reorganization
Agreement, the exchange ratio (the "Exchange Ratio") in effect for the Merger is
_________ of a share of Quadramed common stock ("Quadramed Stock") for each
outstanding share of Target common stock ("Target Stock").
WHEREAS, this Agreement is effective as of the consummation of
the Merger (the "Effective Time") in order to reflect certain adjustments to
Optionee's outstanding options under the Plan which have become necessary by
reason of the assumption of those options by Quadramed in connection with the
Merger.
NOW, THEREFORE, it is hereby agreed as follows:
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1. The number of shares of Target Stock subject to the options held by
Optionee immediately prior to the Effective Time (the "Target Options") and the
exercise price payable per share are set forth in Exhibit(s) A hereto. Quadramed
hereby assumes, as of the Effective Time, all the duties and obligations of
Target under each of the Target Options. In connection with such assumption, the
number of shares of Quadramed Stock purchasable under each Target Option hereby
assumed and the exercise price payable thereunder have been adjusted to reflect
the Exchange Ratio. Accordingly, the number of shares of Quadramed Stock subject
to each Target Option hereby assumed shall be as specified for that option in
attached Exhibit(s) A, and the adjusted exercise price payable per share of
Quadramed Stock under the assumed Target Option shall also be as indicated for
that option in attached Exhibit(s) A.
2. The intent of the foregoing adjustments to each assumed Target Option
is to assure that the spread between the aggregate fair market value of the
shares of Quadramed Stock purchasable under each such option and the aggregate
exercise price as adjusted pursuant to this Agreement will, immediately after
the consummation of the Merger, be not less than the spread which existed,
immediately prior to the Merger, between the then aggregate fair market value of
the Target Stock subject to the Target Option and the aggregate exercise price
in effect at such time under the Option Agreement. Such adjustments are also
intended to preserve, immediately after the Merger, on a per share basis, the
same ratio of exercise price per option share to fair market value per share
which existed under the Target Option immediately prior to the Merger. Such
adjustments are also intended to preserve, to the extent applicable, the
Incentive Stock Option status of the assumed Target Options.
3. The following provisions shall govern each Target Option hereby
assumed by Quadramed:
(a) Unless the context otherwise requires, all references in
each Option Agreement and in the Plan (as incorporated into such Option
Agreement) (i) to the "Company" shall mean Quadramed, (ii) to "Stock"
shall mean shares of Quadramed Stock, (iii) to the "Board" shall mean
the Board of Directors of Quadramed and (iv) to the "Committee" shall
mean the Compensation Committee of the Quadramed Board of Directors.
(b) The grant date and the expiration date of each assumed
Target Option and all other provisions which govern either the exercise
or the termination of the assumed Target Option shall remain the same as
set forth in the Option Agreement applicable to that option, and the
provisions of the Option Agreement shall accordingly govern and control
Optionee's rights under this Agreement to purchase Quadramed Stock.
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(c) Pursuant to the terms of the Option Agreement, none of your
options assumed by Quadramed in connection with the transaction will
terminate and cease to outstanding upon the consummation of the Merger.
Each Target Option shall be assumed by Quadramed as of the Effective
Time. Each such assumed Target Option shall thereafter continue to vest
for any remaining unvested shares of Quadramed Stock subject to that
option in accordance with the same installment vesting schedule in
effect under the applicable Option Agreement immediately prior to the
Effective Time; provided, however, that the number of shares subject to
each such installment shall be adjusted to reflect the Exchange Ratio.
(d) For purposes of applying any and all provisions of the
Option Agreement and the Plan relating to Optionee's status as an
employee or a consultant of Target, Optionee shall be deemed to continue
in such status as an employee or a consultant for so long as Optionee
renders services as an employee or a consultant to Quadramed or any
present or future Quadramed subsidiary. Accordingly, the provisions of
the Option Agreement governing the termination of the assumed Target
Options upon Optionee's cessation of service as an employee or a
consultant of Target shall hereafter be applied on the basis of
Optionee's cessation of employee or consultant status with Quadramed and
its subsidiaries, and each assumed Target Option shall accordingly
terminate, within the designated time period in effect under the Option
Agreement for that option, following such cessation of service as an
employee or a consultant of Quadramed and its subsidiaries.
(e) The adjusted exercise price payable for the Quadramed Stock
subject to each assumed Target Option shall be payable in any of the
forms authorized under the Option Agreement applicable to that option.
For purposes of determining the holding period of any shares of
Quadramed Stock delivered in payment of such adjusted exercise price,
the period for which such shares were held as Target Stock prior to the
Merger shall be taken into account.
(f) In order to exercise each assumed Target Option, Optionee
must deliver to Quadramed a written notice of exercise in which the
number of shares of Quadramed Stock to be purchased thereunder must be
indicated. The exercise notice must be accompanied by payment of the
adjusted exercise price payable for the purchased shares of Quadramed
Stock and should be delivered to Quadramed at the following address:
Quadramed Corporation
0000 Xxxx Xxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: Option Plan Administrator
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4. Except to the extent specifically modified by this Option Assumption
Agreement, all of the terms and conditions of each Option Agreement as in effect
immediately prior to the Merger shall continue in full force and effect and
shall not in any way be amended, revised or otherwise affected by this Stock
Option Assumption Agreement.
IN WITNESS WHEREOF, Quadramed Corporation has caused this Stock Option
Assumption Agreement to be executed on its behalf by its duly-authorized officer
as of the ___th day of ________, ______.
QUADRAMED CORPORATION
By:
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Corporate Secretary
ACKNOWLEDGMENT
The undersigned acknowledges receipt of the foregoing Stock
Option Assumption Agreement and understands that all rights and liabilities with
respect to each of his or her Target Options hereby assumed by Quadramed are as
set forth in the Option Agreement, the Plan and such Stock Option Assumption
Agreement.
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<>, OPTIONEE
DATED: __________________, __________
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