Exhibit 10.2
QUADRAMED CORPORATION
GRANTOR TRUST AGREEMENT
AMENDMENT
PURSUANT to Section 14(a) of the QuadraMed Corporation Grantor
Trust Agreement (the "Agreement") made the first day of January 2000 by and
between QuadraMed Corporation, as the "Company", and Wachovia Bank, N.A. as
the "Trustee", the Company and the Trustee hereby amend said Grantor Trust
Agreement as follows, effective as of the subsequent of the dates this
Amendment is executed below by the Company and the Trustee:
1. Section 2(b) is hereby amended to read in its entirety as
follows:
"(b) Notwithstanding Section 2(a) above, subsequent to a
Change of Control a Participant or his or her
Beneficiaries may make application to the Trustee for
payment of their benefit in the event he believes a
Failure to Pay, as defined in Section 16, has occurred.
In the event after a Change of Control has occurred the
Trustee determines that a Failure to Pay has occurred, it
shall make its own independent determination of the
benefit which is payable to the Participant or
Beneficiary. Upon reaching its determination, the Trustee
shall pay the benefit, if any, which it has determined is
due the Participant or Beneficiary."
2. The third paragraph of Section 2(d) is hereby deleted.
3. Section 2(e) is hereby amended to read in its entirety as
follows:
"(e) The Company agrees that all income, deductions and
credits of the Trust Fund (of if applicable, the
Accounts) belong to it as owner for income tax purposes
and will be included on the Company's income tax
returns."
4. The final sentence of Section 2(g) is hereby amended to read in
its entirety as follows: "The Employer waives any right to contest any
amount paid over by the Trustee pursuant to a good faith determination made
by the Trustee under this Section 2 absent a manifest abuse of discretion
by the Trustee in making such determination."
5. Section 2(g) is hereby further amended by adding at the end
thereof an additional sentence, to read in its entirety as follows:
"For the avoidance of doubt, no independent
determinations are required of or permitted to be made by
the Trustee under this Section 2 prior to a Change of
Control."
6. Section 2(h) is hereby amended to read in its entirety:
"(h) The Trustee agrees that it will not itself institute any
action at law or at equity, whether in the nature of an
accounting, interpleader action, request for a
declaratory judgment or otherwise, requesting a court or
administrative or quasi-judicial body to make the
determination required to be made by the Trustee under
this Section 2 in the place and stead of the Trustee. The
Trustee may, in its discretion, institute an action to
collect a contribution due the Trust following a Change
of Control or in the event that following a Change of
Control the Trust should ever experience a short-fall in
the amount of assets necessary to make payments pursuant
to the terms of the Arrangements."
7. Section 2(i) is hereby amended by deleting the second sentence
thereof (beginning "The Employer shall promptly reimburse the Trust . .
..").:
8. Section 5 is hereby amended by adding at the end thereof the
following additional sentence:
"In the event that the Company, prior to a Change in
Control, or the Trustee, after a Change in Control,
determines that the assets of the Trust exceed
one-hundred and twenty percent (120%) of the then value
of the current and future benefit payments and
administrative expenses that are to be paid under the
Arrangements, the Trustee, at the direction of the
Company prior to a Change in Control, or in its sole and
absolute discretion after a Change in Control, shall
distribute to the Company such excess portion of the
Trust."
9. Section 14(c) is hereby amended by adding at the end thereof a
new sentence, to read in its entirety as follows:
"Prior to the return of such assets, the Trustee may
deduct its fees and expenses."
10. Section 14(e) is hereby deleted in its entirety.
11. Exhibit A to the Agreement is hereby amended so as to identify
as the sole Arrangement for purposes of the Agreement the "QuadraMed
Corporation Supplemental Executive Retirement Plan."
12. Exhibit B to the Agreement is hereby amended so as to identify
as the sole Participant for purposes of the Agreement "Xxxxx X. Xxxxxx, the
sole participant under the QuadraMed Corporation Supplemental Executive
Retirement Plan."
IN WITNESS WHEREOF, the Company and the Trustee, each by its
officer hereunto duly authorized, has caused this amendment to be executed
in its name and on its behalf by its officer hereunto as of the respective
dates specified below.
QUADRAMED CORPORATION WACHOVIA BANK, N.A.
By: /s/ Xxxxxxx X. Xxxxx By:
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Xxxxxxx X. Xxxxx
Executive Vice President
Title:
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Date: Date:
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