Exhibit 99.3
SECOND AMENDMENT OF EMPLOYMENT
AGREEMENT
This Second Amendment of Employment
Agreement (“Second Amendment”) is made effective as of
April 29, 2009 between QuadraMed Corporation , a
Delaware corporation with offices at 12110 Sunset Hill Road, Suite
600, Reston, Virginia 20190 (“Company”), and James
R. Klein , an individual currently residing at [ADDRESS]
(“Employee”).
WITNESSETH THAT:
WHEREAS, Employee and the Company
have heretofore entered into an Employment Agreement, dated as of
August 1, 2005 (the “Employment Agreement”);
and
WHEREAS, Employee and the Company
have heretofore entered into an Amendment of Employment Agreement
(the “First Amendment”), dated as of March 26,
2008; and
WHEREAS, Employee and the Company
desire to revise the Employment Agreement to specify certain
involuntary termination protections as approved by the Compensation
Committee and the Board of Directors, and to modify related
provisions;
NOW, THEREFORE, IN WITNESS THEREOF,
Employee and the Company hereby agree that from and after the date
of execution of this Second Amendment that the Employment Agreement
shall be and is hereby amended as follows:
1. Part
Two, Section 10(A) of the Employment Agreement, pertaining
to Employee’s severance benefits upon an Involuntary
Termination of Employee’s employment other than a Termination
for Cause or in connection with a Change in Control, is hereby
amended by deleting the existing Section 10(A) in its entirety
and inserting the following in lieu thereof:
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A.
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Involuntary Termination
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1.
Severance Benefit. If Employee is terminated by
reason of an Involuntary Termination (other than a Termination for
Cause), Employee will be entitled to the severance benefits
described below in this Section 10.A., as follows:
(i) the
Company will make a severance payment to Employee in an aggregate
amount equal to the sum of twelve (12) months of the
Employee’s then-current annual rate of base salary in monthly
installments over a twelve (12) month period following the
date of Employee’s Involuntary Termination; provided,
however, that in no event will the amounts described in this
Section 10.A.i. be paid later than the last day of the second
taxable year of the Company following the taxable year in which the
Employee’s Involuntary Termination occurs, and provided,
however, that, to the extent the amounts described in this
Section 10.A.i. exceed the amount specified in Treasury
Regulations Section 1.409A-1(b)(9)(iii)(A), such excess will
be paid no later than the 15th day of the third calendar month
following the end of the Company’s taxable year in which
Employee’s Involuntary Termination occurs; and
(ii) subject
to the conditions set forth in this Section 10.A.ii., the
Company will make a payment to Employee equal to the incentive
compensation bonus payable to Employee under the Company’s
Incentive Compensation Plan or any bonus plan that has replaced
such plan (the “ICP”) i
