Stock Exchange Deferred Compensation Plan Exchange Agreement
THIS EXCHANGE AGREEMENT (this "Agreement") is entered into as of January 3rd, 2000 between
QuadraMed Corporation (the "Employer"), and John Cracchiolo (the "Participant").
A. The Participant is a key employee of the Employer, and the Employer desires to have the continued services
and counsel of the Participant.
B. The Employer has adopted, effective January 3, 2000, the QuadraMed Corporation Stock Exchange
Deferred Compensation Plan (the "Plan"), as amended from time to time, and the Participant has been selected to
participate in the Plan.
C. The Participant desires to participate in the Plan and exchange options previously granted to the Participant by
the Employer for a deferred compensation account under the Plan.
NOW THEREFORE, it is mutually agreed that:
1. Definitions. Unless otherwise provided in this Agreement, the capitalized terms in this Agreement shall have the
same meaning as under the Plan's master plan document (the "Plan Document").
2. Integrated Agreement: Parties Bound. The Plan Document, a copy of which has been delivered to the
Participant, is hereby incorporated into and made a part of this Agreement as though set forth in full in this
Agreement. The parties to this Agreement agree to and shall be bound by, and have the benefit of, each and
every provision of the Plan as set forth in the Plan Document. This Agreement and the Plan Document,
collectively, shall be considered one complete contract between the parties.
3. Acknowledgment. The Participant hereby acknowledges that he or she has read and understands this
Agreement and the Plan Document.
4. Exchange of Options. The Participant hereby agrees that the stock options previously granted to the
Participant in 1998 to acquire 150,000 shares of stock in the Employer (the "Stock Options") are hereby
cancelled and of no further affect. As consideration for such cancellation the