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 Charles J. Stahl, an individual residing in Napa, California 94558 ("Employee").
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 time to
"Company" means QuadraMed Corporation, a Delawar