EXHIBIT 10.15
EMPLOYMENT AGREEMENT
This Employment Agreement (“Agreement”) is made as of the Effective Date between QuadraMed Corporation , a
Delaware corporation with offices at 12110 Sunset Hill Road, Suite 600, Reston, Virginia 20190 (“Company”), and James R. Klein,
an individual residing at 10717 Sugar Meadow Drive, Great Falls, VA 22066 (“Employee”).
DEFINITIONS
Definitions . For purposes of this Agreement, the following definitions will be in effect:
“ Board ” means the Board of Directors of the Company.
“Change in Control” means:
(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 Company’s state of incorporation;
(ii) a sale, transfer or other disposition of all or substantially all of the assets 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; or
(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 the date of such appointment or election.
“ Code ” means the Internal Revenue Code of 1986, as amended from tim