Thursday, October 4, 2001
VIA HAND-DELIVERY
Xxxxx X. xxx xxx Xxxxxxx
0000 Xxxxxx Xxxxx Xxxx
Xxxxxxx, XX 00000
RE: Separation Agreement and Release
Dear Xxxxx:
As we discussed, the decision has been made to terminate your employment.
QuadraMed Corporation (the "Company") is providing you with certain
termination benefits pursuant to the terms of your Employment Agreement
dated January 7, 2001 (the "Employment Agreement"), which requires you to
execute a release of claims in exchange for those benefits.
The purpose of this Agreement is to implement the terms of that Employment
Agreement, without superseding it. To the extent there is any conflict
between this Agreement and your Employment Agreement, the Employment
Agreement governs.
In consideration of your acceptance of this agreement, including the
Company's payment of the termination benefits and your execution of the
release set forth below, the following terms apply:
Effect of Termination
Your termination is effective October 11, 2001 (the "Separation Date"),
however, you should not appear in the office after today.
On the Separation Date, you will receive pay for all work performed for the
Company through the Separation Date, and pay for all hours of vacation time
you have accrued but not used as of that date. You will not continue to
earn vacation or other paid time off after the Separation Date.
You may be eligible to file for unemployment benefits after the Separation
Date and should contact the Commonwealth of Virginia for further
information.
Severance Benefits
1. Pursuant to Section 10(A) of the Employment Agreement, the Company
agrees to pay you a total of one year's annual base rate of salary, equal
to $210,000 (two hundred and ten thousand dollars), less applicable state
and federal payroll deductions. This amount will paid in monthly
installments over a one year period, the first installment to be paid after
the Effective Date of this agreement, as defined below.
2. Pursuant to Section 10(B) of the Employment Agreement, you will also
receive coverage under the Company's group medical and dental insurance for
twelve (12) months, or until you qualify for comparable benefits with a
subsequent employer, whichever comes first. You agree that you will notify
the Company immediately upon becoming eligible for comparable medical and
dental benefits. For further information on benefit matters, please contact
Xxxxxxx Xxxxxxx at 000-000-0000.
3. Pursuant to Section 10(C) of the Employment Agreement, all 200,000 of
your unvested options to purchase the Company's Common Stock at $0.875
shall accelerate and any repurchase rights will terminate so that each such
option will become immediately and fully exercisable or vested as of the
Effective Date. Each such accelerated Option will remain exercisable for a
period of three (3) years following Separation Date and may be exercised
for any or all of the option shares, in accordance with the exercise
provisions of the Option agreement evidencing the grant. For further
information on your options and how to exercise them, please contact
Xxxxxxxx Xxxx-Xxxxx at 000-000-0000.
General Release
The Company wants to be certain that this Agreement will resolve any and
all concerns that you might have and therefore requests that you carefully
consider the terms of this agreement, including the release of claims set
forth below and, in that connection, encourages you to seek the advice of
an attorney before you sign this agreement.
Except as specifically described in this letter, this letter constitutes
the entire agreement between you and the Company and replaces all prior and
contemporaneous agreements, communications and understandings, whether
written or oral, with respect to your employment and its termination and
all related matters.
You, for yourself and all other persons or entities claiming by or through
you, in exchange for her receipt of the Severance Benefits set forth above,
the receipt of which is hereby acknowledged, hereby unconditionally and
irrevocably releases, acquits, and forever discharges the Company, its
direct and indirect subsidiaries, affiliated companies, and entities and
each of their respective officers, directors, and employees (in their
capacity as officers, directors, and employees), and successors and
assigns, and each of them, of and from any and all actions, causes of
action, suits, proceedings, claims, and obligations of any nature
whatsoever, whether contingent or matured, known or unknown, and whether
based upon facts now known or unknown, direct or indirect, in law, equity,
or bankruptcy, whether in contract, tort, or otherwise, asserted or which
might have been asserted from the beginning of the world to the date
hereof, arising out of, in connection with, or directly or indirectly
relating to the Company's employment of you, including without limitation
any claim of breach of the Employment Agreement, and claims of violation of
the Americans with Disabilities Act of 1990, the Age Discrimination in
Employment Act, the Fair Labor Standards Act, the Occupational Safety and
Health Act, the Family and Medical Leave Act of 1993, Commonwealth of
Virginia employment discrimination statutes, and any other federal, state
or local civil or human rights law, and any rights under the Employment
Agreement, specifically excluding however (a) any claim for pension,
welfare and other employee fringe benefits provided by the Company to which
you are entitled (You are not presently aware of any breach by the Company
of any obligations to provide such benefits); (b) any claim by you for
unemployment compensation benefits to which you may be entitled under
Commonwealth of Virginia unemployment statutes; and (c) any rights or
claims that may arise after the date this Agreement is executed.
Waiver
You waive any right to file or participate in any charge or complaint
against the Company, its direct and indirect subsidiaries, affiliated
companies, and entities and each of their respective officers, directors,
and employees (in their capacity as officers, directors, and employees),
and successors and assigns, or accept any recovery from any charge or
complaint against any the Company or any such party. This waiver applies to
actions before any court or administrative agency.
Expense Reimbursement
Any expense reimbursements for amounts due to you should be submitted on
the appropriate Company form within the next five (5) business days.
Your Undertakings
You agree that the payments by the Company as described in this agreement
shall be in full and complete satisfaction of any and all sums which are
now or might hereafter have become owing to you for services rendered by
you during your employment or in connection with your termination of
employment.
Confidentiality of this Agreement
You agree that this Agreement is confidential and that you will not discuss
the fact that it exists or its terms with anyone else except your immediate
family members, attorney, tax accountant, or as required by law, and that
the individuals to whom disclosure is made under this paragraph agree to
maintain the confidential nature of this Agreement.
You recognize that any breach of this confidentiality provision would be a
material breach of this Agreement of a sort that would cause the Company
irreparable injury in an amount not readily quantifiable as damages, and
that in addition to whatever legal or equitable remedy may be available in
compensation of that injury, the Company may seek, among other things, the
return from you of the consideration paid pursuant to this Agreement.
Protection of Confidential Information
Pursuant to Section 14(A) of the Employment Agreement, you agree to
maintain the confidentiality of the Company's confidential or proprietary
information at all times and that you will not use or disclose the
Confidential Information in any manner. Such confidential and proprietary
information includes, but is not limited to, the names, addresses and
telephone numbers of QuadraMed's customers, QuadraMed's trade secrets,
proprietary software, information pertaining to its business, client base
or prospects, customer lists and accounts, and other similar information
indicating the source of the company's income and information pertaining to
the salaries, duties and performance levels of QuadraMed employees.
Access to Systems
You agree that, after Separation Date, you will not - for any reason -
attempt to access or use any Company computer or computer network or
system, including without limitation the Company's electronic mail systems.
Non-Disparagement
Pursuant to Section 13 of the Employment Agreement, you agree that, for a
period of two (2) years from the Effective Date, you will not disparage the
Company or any of the people or organizations associated with it, including
customers, stockholders, directors, officers, employees, or agents; and
that you will not otherwise do or say anything that could disrupt the
morale of the employees of the Company or otherwise harm its business or
reputation. The Company agrees that neither it nor its officers will do or
say anything to disparage or harm your reputation in the business
community.
Return of Documents
Pursuant to Section 14(B) of the Employment Agreement, you give the Company
assurance that you have returned to it any and all documents, materials,
intellectual property, and other information related to the business,
whether present or otherwise, of the Company and its affiliates, and all
copies, and all keys and other property of the Company and its affiliates,
in your possession or control.
Restrictive Covenant
Pursuant to Section 12 of the Employment Agreement, you agree that for two
years following the Effective Date, you will not work for, or have an
interest in, a company that competes with the Company, directly or
indirectly, in products, market, or services in any of the territories in
which the Company conducts business during the restricted period.
Non-Solicitation
Pursuant to Section 13 of the Employment Agreement, you agree that for two
years following the Effective Date, you will not directly or indirectly (i)
solicit any Company employee, independent contractor, or consultant to
leave the Company's employ or otherwise terminate their relationship with
the Company for any reason or interfere in any other manner with the
employment or other relationships between the Company and its employees,
independent contractors and consultants; (ii) solicit any of the Company's
customers for products or services substantially similar to those offered
by the Company.
Future Cooperation
You agree to cooperate with the Company hereafter with respect to all
matters arising during or related to your employment, including but not
limited to all matters in connection with any governmental investigation,
litigation or regulatory or other proceeding which may have risen or which
may arise following the signing of this agreement. The Company agrees that
it will reimburse your actual and reasonable expenses incurred in
connection with such cooperation.
Disputes
You agree that any dispute arising out of this Agreement or the Employment
Agreement will be governed by Section 4 (Injunctive Relief and Additional
Remedy) and Section 9 (Arbitration) of the Employment Agreement.
Acknowledgments; Return Date
In signing this agreement, you give the Company assurance that you have had
a full and reasonable opportunity to consider its terms; that you have read
and understood all of those terms; and that your acceptance of this
agreement is freely and voluntarily given.
This agreement is made in Virginia and is governed by Virginia and Federal
law. If any provision of this agreement is found to be invalid, the
remaining provisions of the agreement will remain in full force and effect
and be enforced without reference to the invalid provision.
If the terms of this agreement are acceptable to you, please sign and
return this letter to Xxxxxxx X. Xxxxx, Executive Vice President,
QuadraMed, 00 Xxxxxxx Xxx, Xxx Xxxxxx, Xxxxxxxxxx, 00000 no later than
twenty-one (21) days from today. You may revoke this agreement at any time
during the seven (7) day period immediately following the date of your
signing. If you do not revoke this agreement, then, at the expiration of
that seven (7) day period, this agreement shall take effect as a legally
binding agreement between you and the Company on the basis set forth above,
which shall be the Effective Date.
The enclosed copy of this letter, which you should also sign and date, is
for your records.
Formalities aside, I wish you well in your future endeavors. If you should
have any questions, please call me.
Very truly yours,
/s/ Xxxxxxxx X. Xxxxxxx
Xxxxxxxx X. English
Chairman & Chief Executive Officer
Acknowledgement & Acceptance
Having had the time to reflect, I freely accept the above Agreement. I
acknowledge and agree that no Company representative has made any
representation to or agreement with me and I am not relying on any factual
assumptions relating to this Agreement. I acknowledge and agree that my
execution and delivery of this Agreement is based upon my independent
review of this Agreement, and I hereby expressly waive any and all claims
or defenses by me against the enforcement of this Agreement which are based
upon allegations or representations, projections, estimates, understandings
or agreements by the Company or any of its representatives that are not
contained in the express terms of this Agreement.
/s/ Xxxxx X. xxx xxx Xxxxxxx 10/31/01
---------------------------- -----------------------------------
Xxxxx X. xxx xxx Xxxxxxx Date
Duplicate originals
LPE/mhl
cc: Xxxxxxx X. Xxxxx, EVP
Xxxxx Xxxxxxxx, VP of Human Resources
