This Employment Agreement ("Agreement") is made as of the 16th day of August, 2000 between
QUADRAMED CORPORATION, a Delaware corporation with a principal place of business at 22 Pelican
Way, San Rafael, California 94901 ("Company") DEAN SOULELES, an individual residing at 8840 Collett
Avenue, North Hills, California 91343 ("Employee").
PART ONE - DEFINITIONS
DEFINITIONS. For purposes of this Agreement, the following definitions will be in effect:
"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 stockholder approved sale, transfer or other disposition of all or substantially all of the assets of the
(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 time.
"COMPANY" means QuadraMed Corporation, a Del