This Employment Agreement (the "Agreement") is made this 29th day of September, 1997 (the "Effective Date")
by and between QuadraMed Corporation, a Delaware corporation ("QuadraMed" or the "Employer"), and
Steven D. McCoy, an individual resident of California (the "Employee").
WHEREAS, concurrently with the execution and delivery of this Agreement, the Employer is acquiring from the
Employee and certain other stockholders of Healthcare Revenue Management, Inc. (the "Company") in excess of
ninety percent (90%) of the issued shares of stock of the Company pursuant to that certain Acquisition
Agreement and Plan of Merger dated September 24, 1997 by and among QuadraMed, HRM Acquisition
Corporation, the Company, the Employee and certain other stockholders of the Company (the "Merger
WHEREAS, the Employer desires the Employee's employment with the Employer, and the Employee wishes to
accept such employment, upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
1. Definitions. For the purposes of this Agreement, the following terms have the meanings specified or referred to
in this Section 1.
1.1. "Agreement" shall mean this Employment Agreement, including Exhibit "A" attached hereto and incorporated
herein by this reference, as amended from time to time.
1.2. "Basic Compensation" shall mean Salary and Benefits.
1.3. "Benefits" shall be as defined in Section 3.1(b).
1.4. "Board of Directors" shall mean the board of directors of the Employer.
1.5. "Confidential Information" shall mean any and all:
(a) trade secrets concerning the business and affairs of the Employer, product specifications, data, know-how,
formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and
ideas, past, current and planned research and development, current and planned manufacturing or distribution
methods and processes, customer list