EXHIBIT 10.70
March 3, 2003
VIA HAND-DELIVERY
Xxxxxxxx X. English
RE: Key Employee Retention Agreement
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Dear Xxxxx:
As a key employee of QuadraMed Corporation ("QuadraMed"), you are essential to
implementing the very recently adopted strategy of QuadraMed that includes
selling the company and/or its assets or filing a plan of reorganization under
Chapter 11 (the "Strategic Event"). In this difficult situation, QuadraMed
wants to encourage your continued employment and commitment to QuadraMed
through the Strategic Event.
Because QuadraMed wishes for you to remain employed with us through the
Strategic Event, The Special Committee to the Board of Directors has approved
offering you the following special incentive agreement ("Agreement"):
QuadraMed's Commitments to You
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o Provided you comply with Your Commitments to Us, set forth
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below, QuadraMed will pay you an amount equal to $615,000.00 (the
"Retention Payment") as follows: (1) 25% of the Retention Payment
($154,000) on the date the Company's common stock is delisted from NASDAQ
(the "Delisting Event"); (2) 25% of the Retention Payment ($154,000) upon
the earlier of three months from the Delisting Event or the announcement
of a filing of a plan of reorganization under Chapter 11; and 50% of your
Retention Payment ($308,000) upon the earlier of (i) relisting of the
Company's common stock with NASDAQ or an automated over the counter
exchange; (ii) the closing date of the sale of the Company and/or assets;
(iii) the closing date of the sale of the division of the Company you are
employed with; or (iv) the emergence of the company and/or its assets from
a plan of reorganization under Chapter 11. All amounts paid to you
hereunder will be made less withholdings required by law.
Xxxxxxxx X. English
March 3, 2003
Page 2
o QuadraMed will continue your employment under currently existing terms
during your employment. Between now and the completion of the term of
this Agreement, QuadraMed shall only terminate your employment for cause,
which includes, but is not limited to, your failure to comply with any of
your obligations set forth under Your Commitments to Us, QuadraMed's Code
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of Conduct, and QuadraMed's Employment Agreements re: Proprietary
Information and Inventions and Arbitration of Employment Disputes.
Your Commitments to Us.
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o You shall cooperate with QuadraMed and use your best efforts to assist the
company in completing the Strategic Event.
o You shall continue to perform the duties assigned to you during your
employment.
o You agree not to disclose or use - for your benefit or for the benefit of
any other person, corporation, or entity - any of QuadraMed's confidential
or proprietary information, including but not limited to QuadraMed's
business plans and customer information. Your duty to maintain
confidentiality under this paragraph is a material aspect of this letter
agreement, and unless you agree to this, QuadraMed would not be offering
the incentives set forth above under QuadraMed's Commitments to You.
Arbitration
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Both you and QuadraMed agree that any dispute which may arise under this
Agreement shall be resolved by submission to final and binding arbitration held
in Reston, Virginia under the National Rules for the Resolution of Employment
Disputes of the American Arbitration Association then existing, and judgment on
any arbitration award may be entered in any court of competent jurisdiction.
If you agree to the terms of this Agreement, please sign in the space indicated
below on both duplicate originals of this letter agreement, and return one to
Xxxxx Xxxxxxxx. By signing below, you agree that this Agreement contains the
complete terms of our understanding with respect to the obligations of
QuadraMed and you regarding the implementation of the Strategic Event.
Sincerely,
F. Xxxxx Xxxxx
Chairman, Special Committee to the
Board of Directors
BY SIGNING THIS LETTER, I ACKNOWLEDGE THAT I HAVE READ ITS CONTENTS; I
UNDERSTAND IT; AND I AGREE TO COMPLY WITH ITS TERMS.
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