Quadramed Corp (QDHC)

(State or Other Jurisdiction

of Incorporation)

(I.R.S. Employer

Identification No.)

ITEM 5.02

EXHIBIT

99.1

99.2

99.3

99.4

One-year initial term, automatically renewable for one-year extensions, unless either party provides advance written notice;

Signing bonus of $25,000;

Annual base salary of $240,000;

Eligibility for annual incentive compensation bonus up to 37.5% of his then-current annual base salary, starting in 2010;

Eligibility for up to $150,000 (or such higher amount as the Chief Executive Officer, Compensation Committee and/or Board may determine in their sole discretion) in annual sales commissions under the Company’s Sales Compensation Plan or any replacement commission plan (the “Sales Compensation Plan”) in the event that “on target” sales are achieved under such Sales Compensation Plan, starting with the 2010 calendar year;

Grant of 70,000 non-qualified stock options (details of this grant are provided in the Inducement Stock Option Agreement);

Reimbursement of Mr. Dunn’s customary, ordinary and necessary business expenses;

In the event of an Involuntary Termination (other than a Termination for Cause (as defined in the employment agreement)) and not in connection with a Change in Control (as defined in the employment agreement), Mr. Dunn will receive severance benefits of:

12 months of his then-current annual rate of base salary paid in 12 equal monthly installments;

his bonus payable under the Company’s then-current incentive compensation plan (“ICP”) for the year in which such termination occurred (calculated as if Mr. Dunn fully achieved any goals necessary for his full ICP payment and based upon the Company’s actual achievement of its goals under the ICP), pro-rated through the date of such termination, paid in a lump sum when the Company pays ICP bonuses to other eligible employees for service in the year of Mr. Dunn’s termination, but in no event later than March 15^th of the year following the year of Mr. Dunn’s involuntary termination; and

12 months of the same health benefits to which he (and his dependents, as applicable) had been entitled as an employee.

In the event of an Involuntary Termination (other than a Termination for Cause) occurring in connection with, or within 6 months of a Change in Control, Mr. Dunn will receive severance benefits of:

a severance payment, payable in a lump sum or 12 equal monthly installments, of (i) 12 months of his then-current annual rate of base salary and (ii) his maximum bonus payable under the ICP for the year in which such termination occurred (calculated as if Mr. Dunn and the Company each fully achieved any goals necessary for such full ICP payment); and

12 months of the same health plan participation to which he (and his dependents, as applicable) had been entitled as an employee.

70,000 stock options with a grant date of January 5, 2010; exercisable for a period of ten years at an exercise price equal to the closing price of the Company’s Common Stock as of January 5, 2010;

Vesting: one-fourth (25%) of the options vest on January 5, 2011 and the remaining three-fourths (75%) of the options vest in a series of thirty-six (36) equal monthly installments upon Mr. Dunn’s completion of each month of employment after January 5, 2011; and

Vesting accelerates upon an Involuntary Termination (other than a Termination for Cause) or a Change in Control (as such terms are defined in the Inducement Stock Option Agreement).

Confidentiality provisions for the employment term and seven years post-termination;

Assignment of any intellectual property related to the Company developed during the employment term and within one year post-termination; disclosure obligations and duty to assist the Company in the preservation of such intellectual property rights during the employment term and seven years post-termination;

Non-disparagement; and

Prohibition on competition during the employment term and prohibition on employment with enumerated competitors and vendors and the solicitation of employees or customers during the employment term and for one year post-termination.

Exhibit
No.

Description