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EXHIBIT 10.44
AMENDMENT
TO
EMPLOYMENT AGREEMENT
This Amendment Number One to the Employment Agreement (the
"Agreement") dated as of December 19, 1996 by and between QuadraMed
Corporation, QuadraMed Acquisition Corporation (collectively, "QuadraMed"or the
"Company") and Xxxxxxxxx Xxxxxxxx is made effective as of November 13, 1997.
The Employment Agreement is hereby amended by adding a new Section 29
which reads in its entirety as follows:
29. OPTION ACCELERATION. In the event that Employee is
terminated without cause in connection with a Change in Control (as defined
below), each of Employee=s options issued pursuant the Agreement or QuadraMed=s
1996 Stock Incentive Plan or any successor plan (the "Options") will (to the
extent not then otherwise exercisable) automatically accelerate so that each
such Option will become immediately exercisable for the total number of shares
purchasable thereunder.
Any termination of Employee=s employment within 12 months of a Change
in Control shall be automatically deemed to be "effected in connection with a
Change in Control." Each accelerated Option, together with all of your other
vested options, will remain excercisable for a period of three years following
Employee=s termination without cause in connection with a Change in Control and
may be exercised for any or all of the accelerated shares in accordance with
the exercise provisions of the agreement evidencing the Option grant.
For purposes of this Section 29, "Change in Control" shall mean:
(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 State of the Company's incorporation;
(ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company in liquidation or dissolution 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;
(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
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the date of such appointment of election; or
(vii) the occurrence of any other event constituting a "change in
control" under Code Section 280G or the Treasury regulations promulgated
thereunder.
IN WITNESS WHEREOF, the parties have executed this Amendment Number One to
Employment Agreement as of the date first written above.
QUADRAMED CORPORATION
By: /s/ XXXXX X. XXXXXXX
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Title: Vice President and
General Counsel
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EMPLOYEE
/s/ XXXXXXXXX XXXXXXXX
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Xxxxxxxxx Xxxxxxxx
