THIS SEPARATION AGREEMENT (this “AGREEMENT”) is entered into as of the fifth day of January, 2005 by and
between Michael S. Wilstead (“MR. WILSTEAD”), and QUADRAMED CORPORATION, a Delaware corporation (the
WHEREAS, Mr. Wilstead was employed by the Company as its President and Chief Operating Officer pursuant to the
terms and conditions of that certain employment letter agreement, dated April 1, 1999 between the Company and Mr. Wilstead,
and amended by that certain Amendment of Employment Agreement, dated September 20, 2001, between the Company and
Mr. Wilstead (collectively, the “EMPLOYMENT AGREEMENT”).
WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company and
its stockholders to combine the offices of Chief Operating Officer and Chief Executive Officer into one position, and in
connection with this determination, Mr. Wilstead shall step down from his positions of President and Chief Operating Officer of
WHEREAS, such termination of Mr. Wilstead’s employment constitutes an “INVOLUNTARY TERMINATION” as
defined in the Employment Agreement.
WHEREAS, Mr. Wilstead and the Company wish to enter into an agreement concerning his separation as the
Company’s President and Chief Operating Officer.
NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, Mr. Wilstead and the
Company agree as follows:
1. TERMINATION OF EMPLOYMENT RELATIONSHIP. The parties hereto agree that Mr. Wilstead’s employment with
the Company as its President and Chief Operating Officer is terminated effective as of January 5, 2005. In exchange for
the payments, benefits, and other agreements of the Company set forth in this Agreement, Mr. Wilstead hereby
agrees that the Employment Agreement is hereby terminated and canceled effective as of the effective date of this
Agreement, with no compensation, benefits, damages, obligations or other paymen