Exhibit 10.2


 


EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT


 


This Executive Employment and Severance Agreement (the
“Agreement”) is entered into between Carl E. Smith (“Executive”), and MEDecision, Inc. (the “Company”).


 


WHEREAS, the Executive was previously employed by the
Company in a key employee capacity prior to the acquisition of MEDecision by
Health Care Service Corporation, a Mutual Legal Reserve Company (the “Merger”);
and


 


WHEREAS, the Executive’s continued services to the
Company are valuable to the conduct of the Company’s business; and


 


WHEREAS, the Company and Executive desire to specify
the terms and conditions on which Executive will continue employment on and
after the date of the Merger, and under which Executive will receive severance
in the event that Executive separates from service with the Company;


 


NOW, THEREFORE, for good and valuable consideration, the
parties agree as follows:


 


1.             Effective Date; Term.  This Agreement shall become effective on the
date of the Merger and shall continue unless terminated by agreement of the
parties or as otherwise provided herein. 
In the event the Merger does not close, this Agreement shall have no
force or effect.


 


2.             Definitions.  For purposes of this Agreement, the following
terms shall have the meanings set forth below:


 


(a)           “Accrued Benefits” shall mean the following
amounts, payable as described herein: (i) all base salary for the time
period ending with the Termination Date; (ii) reimbursement for any and
all monies advanced in connection with the Executive’s employment for
reasonable and necessary expenses incurred by the Executive on behalf of the
Company for the time period ending with the Termination Date; (iii) any
and all other cash earned through the Termination Date and deferred at the election
of the Executive or pursuant to any deferred compensation plan then in effect;
and (iv) all other payments and benefits to which the Executive (or in the
event of the Executive’s death, the Executive’s surviving spouse or other
beneficiary) is entitled on the Termination Date under the terms of any benefit
plan of the Company, excluding severance payments under any Company severance
policy, practice or agreement in effect on the Termination Date.  Payment of Accrued Benefits shall be made
promptly in accordance with the Company’s prevailing practice with respect to
clauses (i) and (ii) or, with respect to clauses (iii) and (iv),
pursuant to the terms of the benefit plan or practice establishing such
benefits.


 


(b)           “Base Salary”
shall mean the Executive’s annual base salary with the Company as in effect
from time to time.


 

















 


(c)           “Board”
shall mean the Board of Directors of the Company or a committee of such Board
authorized to act on its behalf in certain circumstances, including the
Compensation Committee of the Board.


 


(d)           “Business”
shall mean the provision of software, services and clinical content to health
care payer organizations to increase administrative efficiency and improve the
overall quality and affordability of health care.


 


(e)           “Cause”
shall mean a good faith finding by the Board that Executive has (i) neglected,
or refused to perform the lawful employment duties related to his position or
as from time to time assigned to him (other than due to Disability); (ii) committed
any willful, intentional, or grossly negligent act having the effect of
materially injuring the interest, business, or reputation of the Company; (iii) violated
or failed to comply in any material respect with the Company’s published rules,
regulations, or policies, as in effect or amended from time to time; (iv) committed
an act constituting a felony or misdemeanor involving moral turpitude, fraud,
theft, or dishonesty; (v) misappropriated or embezzled any property of the
Company (whether or not an act constituting a felony or misdemeanor); or (vi) breached
any material provision of this Agreement or any other applicable
confidentiality, non-compete, non-solicit, general release, covenant
not-to-sue, or other agreement with the Company.


 


(f)            “Change in Control” shall mean the occurrence
of any of the following in a transaction or series of related transactions:


 


(i)            Any “person” (as such
term is used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended) becoming a “beneficial owner” (as defined in Rule l3d-3
under said Act), directly or indirectly, of securities of the Company
representing more than 50%  of the voting power of the Company’s
then outstanding securities;


 


(ii)           a consolidation, share
exchange, reorganization or merger of the Company resulting in the shareholders
of the Company immediately prior to such event not owning at least a majority
of the voting power of the resulting entity’s stock outstanding immediately
following such event;


 


(iii)          the sale or other
disposition of all or substantially all the assets of the Company, other than
in connection with a state or federal bankruptcy proceeding; or


 


(iv)          any similar event deemed
by the Board to constitute a Change in Control.


 


A transaction, or series of related transactions,
shall not constitute a Change in Control if such transaction results in the
Company, any successor to the Company, or any successor to the Company’s
business, being controlled, directly or indirectly, by the same person or
persons who controlled the Company, directly or indirectly, immediately before
such transaction.


 


(g)           “COBRA”
shall mean the provisions of Code Section 4980B.


 


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(h)           “Code”
shall mean the Internal Revenue Code of 1986, as amended, as interpreted by rules and
regulations issued pursuant thereto, all as amended and in effect from time to
time.  Any reference to a specific
provision of the Code shall be deemed to include reference to any successor
provision thereto.


 


(i)            “Competitive
Business Activity” shall mean any business activity (other than the
Business) in which the Company or any affiliate of the Company is actively
engaged at the time of Executive’s Termination.


 


(j)            “Disability”
shall mean, subject to applicable law, any medically determinable physical or
mental impairment that (i) renders Executive unable to perform the duties
of his position with the Company and (ii) is expected to last for a
continuous period of not less than six months, all as certified by a physician
reasonably acceptable to the Company or its Successor.


 


(k)           “ERISA Affiliate” means with respect to
Company each corporation or trade or business considered to be a single
employer with Company under Code Sections 414(b) or 414(c).


 


(1)           “General Release” shall mean a release of all claims that
Executive, and anyone who may succeed to any claims of Executive, has or may
have against the Company, its board of directors, any of its subsidiaries,
affiliates or parent, or any of their employees, directors, officers,
employees, agents, plan sponsors, administrators, successors (including the
Successor), fiduciaries, or attorneys, including but not limited to claims
arising out of Executive’s employment with, and termination of employment from,
the Company, but excluding claims for (i) severance payments and benefits
due pursuant to this Agreement and (ii) any salary, bonus, equity, accrued
vacation, expense reimbursement and other ordinary payments or benefits earned
or otherwise due with respect to the period prior to the date of any Termination.


 


(l)            “Good Reason”
shall mean the occurrence of any of the following without the consent of
Executive: (i) a material diminution in the Executive’s Base Salary; (ii) a
material diminution in the Executive’s authority, duties or responsibilities; (iii) a
material diminution in the authority, duties or responsibilities of the
supervisor to whom the Executive is required to report; (iv) a material
change in the geographic location at which the Executive must perform services;
or (v) a material breach by the Company of any provisions of this
Agreement.


 


(m)          “Termination”
means a termination of Executive’s employment with Company and all its ERISA
Affiliates for any reason, provided that such termination of employment
qualifies as a separation from service for purposes of Code Section 409A
and the default rules of Treas.  Reg.
§1.409A- 1(h).


 


(n)           “Severance
Payment” shall mean one (1) year of the Executive’s  Base Salary at the time of the Termination
Date; provided, that if Executive’s Termination Date occurs within one (1) year
following a Change in Control (not including the Merger for this purpose), the
Severance Payment shall mean two (2) years of the Executive’s Base Salary
and 


 


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any reduction in
Executive’s Base Salary since the date of the Change in Control shall be
ignored.


 


(o)           “Successor”
shall mean the person to which this Agreement is assigned upon a Sale of
Business within the meaning of Section 10.


 


(p)           “Termination
Date” shall mean the date on which Executive incurs a Termination,
as further described in Section 4.


 


3.             Employment of Executive


 


(a)           Position.


 


(i)            Executive shall serve
in the position of Executive Vice President
and Chief Financial Officer in a full-time capacity.  In such position, Executive shall have such
duties and authority as is customarily associated with such position and shall
have such other titles and duties, consistent with Executive’s position, as may
be assigned from time to time by the Board and/or Executive’s direct
supervisor.


 


(ii)           Executive will devote
Executive’s full business time and best efforts to the performance of Executive’s
duties hereunder and will not engage in any other business, profession or
occupation for compensation or otherwise which would conflict or interfere with
the rendition of such services either directly or indirectly, without the prior
written consent of the Board; provided that nothing herein shall preclude
Executive, subject to the prior approval of the Board, from accepting appointment
to or continue to serve on any board of directors or trustees of any business
corporation or any charitable organization; further provided in each case, and
in the aggregate, that such activities do not conflict or interfere with the
performance of Executive’s duties hereunder or conflict with Section 7.


 


(b)           Base Salary.  The Company shall pay Executive a Base Salary
at the annual rate of $264,000,
payable in regular installments in accordance with the Company’s usual payroll
practices.  Executive shall be entitled
to such increases in Executive’s base salary, if any, as may be determined from
time to time by the Board.


 


(c)           Cash and Incentive Plans.  Executive shall be entitled to participate in such annual and/or long-term cash incentive plans and programs adopted by the
Company as are generally provided to the
senior executives of the Company from time to time.  The amounts, timing, and the terms and
conditions of such awards shall be subject to the terms of the plan under which
such award is made.


 


(d)           Employee
Benefits.  Executive shall be
entitled to participate in the Company’s employee benefit plans (other than
annual and/or long-term cash incentive programs, which are addressed in
subsection (c)) as in effect from time to time on the same basis as those
benefits are generally made available to other senior executives of the
Company.


 


(e)           Business
Expenses.  The reasonable
business expenses incurred by Executive in the performance of Executive’s
duties hereunder shall be reimbursed by the Company in accordance with Company
policies.


 


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(f)            Other Perquisites.  Executive shall be entitled to receive other
benefits and perquisites as are generally provided to the senior executives of
the Company from time to time.


 


4.             Termination of Employment.  Executive’s employment with the Company will
terminate during the term of the Agreement, and this Agreement will terminate
on the date of such termination, as follows:


 


(a)           Executive’s employment
will terminate upon Executive’s death.


 


(b)           Executive’s employment
will terminate, at the Company’s election, upon the occurrence of the Executive’s
Disability, unless otherwise prohibited by law.


 


(c)           The Company may
terminate Executive’s employment with or without Cause (other than as a result
of Disability as described above) by providing written notice to Executive that
indicates in reasonable detail the facts and circumstances alleged to provide a
basis for such termination.


 


(d)           Executive may terminate
his employment for or without Good Reason by providing written notice of
termination to the Company that indicates in reasonable detail the facts and
circumstances alleged to provide a basis for such termination.  If Executive is alleging a termination for
Good Reason, Executive must provide written notice to the Company of the
existence of the condition constituting Good Reason within sixty (60) days of
the initial existence of such condition, and the Company must have a period of
at least thirty (30) days following receipt of such notice to cure such
condition.  If the Company does not cure
the condition within such thirty-day period, Executive’s termination of
employment from the Company shall be effective on the date immediately
following the end of such cure period.


 


5.             Payments upon Termination.


 


(a)           Entitlement
to Severance.  Subject to the
other terms and conditions of this Agreement, Executive shall be entitled to
the Accrued Benefits, and to the severance benefits described in subsection
(c), in either of the following circumstances while this Agreement is in
effect:


 


(i)            Executive’s employment
is terminated by the Company without Cause, except in the case of death or
Disability; or


 


(ii)           Executive terminates
his employment with the Company for Good Reason.


 


If Executive dies after receiving a notice by the
Company that Executive is being terminated without Cause, or after providing
notice of termination for Good Reason, the Executive’s estate, heirs and
beneficiaries shall be entitled to the Accrued Benefits and the severance
benefits described in subsection (c) at the same time such amounts would
have been paid or benefits provided to Executive had he lived.


 


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(b)           General Release Requirement.  As an additional prerequisite for
receipt of the severance benefits described in subsection (c), Executive must
execute, deliver to the Company, and not revoke (to the extent Executive is
allowed to do so) a General Release.


 


(c)           Severance Benefits; Timing and Form of Payment.  Subject to the limitations imposed
by Section 6, if Executive is entitled to severance benefits, then:


 


(i)            The Company shall pay
Executive the Severance Payment in a lump sum within ten (10) days
following the Executive’s Termination, or if later, the date on which the
General Release is no longer revocable; and


 


(ii)           Executive shall be
entitled to pay premiums for COBRA continuation coverage for the length of such
coverage at the same rate as is being charged to active employees for similar
coverage.


 


All payments shall be subject to payroll taxes and
other withholdings in accordance with the Company’s standard payroll practices
and applicable law.


 


(d)           Other
Termination of Employment.  If
Executive’s employment terminates for any reason other than those described in
subsection (a), the Executive (or the Executive’s estate, heirs and
beneficiaries in the event of his death), shall be entitled to receive only the
Accrued Benefits.


 


6.             Limitations on Severance Payments and Benefits.  Notwithstanding any other provision of this
Agreement to the contrary, if any portion of the Severance Payment or any other
payment under this Agreement, or under any other agreement with or plan of the
Company (in the aggregate “Total Payments”), would constitute an “excess parachute
payment,” then the Total Payments to be made to Executive shall be reduced such
that the value of the aggregate Total Payments that Executive is entitled to
receive shall be One Dollar ($1) less than the maximum amount which Executive
may receive without becoming subject to the tax imposed by Code Section 4999
or which the Company may pay without loss of deduction under Code Section 280G(a);
provided that the foregoing reduction in the amount of Total Payments shall not
apply if the After-Tax Value to Executive of the Total Payments prior to
reduction in accordance herewith is greater than the After-Tax Value to
Executive if Total Payments are reduced in accordance herewith.  For purposes of this Agreement, the terms “excess
parachute payment” and “parachute payments” shall have the meanings assigned to
them in Code Section 280G, and such “parachute payments” shall be valued
as provided therein.


 


7.             Covenants by Executive.


 


(a)           Confidentiality and Non-Disclosure.  Executive  acknowledges
that by virtue of his employment with the Company, he has and will in the
future be exposed to or has had or may have access to confidential information
of Company or its affiliates regarding its or their businesses (whether or not
developed by Executive), including, but not limited to, algorithms, source
code, system designs, data formats, analytical processes, methodologies,
business practices, financial information or projections, customer lists or
records, customer information, employee records, mark-ups, project materials,
marketing techniques, supplier information, accounting methodologies, creations
or other information that gives, or may give, 


 


6

















 


the Company or its
affiliates an advantage in the marketplace against its competitors (all of the
foregoing are hereinafter referred to collectively as the “Proprietary
Information” except for information that was in the public domain when acquired
or developed by the Company, or that subsequently enters the public domain other
than as a result of a breach of this or any other agreement or covenant).  Executive further acknowledges that it would
be possible for  Executive, upon
termination of his employment with the Company, to use the Proprietary
Information to benefit other individuals or entities, and that to the extent
Executive engages in any Competitive Business Activity for himself or others
following his Termination it is highly likely that such activity would
inevitably require his use or disclosure of Proprietary Information.  Executive acknowledges that the Company has
expended considerable time and resources in the development of the Proprietary
Information and that the Proprietary Information has been disclosed to or
learned by Executive solely in connection with Executive’s employment with the
Company.  Executive acknowledges that the
Proprietary Information constitutes a proprietary and exclusive interest of the
Company, and, therefore, Executive agrees that during the term of his employment
and after the termination thereof, for whatever reason, anywhere in the world,
Executive shall not directly or indirectly disclose the Proprietary Information
to any person, firm, court, governmental entity or body, corporation or other
entity or use the Proprietary Information in any manner, except in connection
with the business and affairs of the Company or pursuant to a validly issued
and enforceable court or administrative order. 
In the event that any court, administrative hearing officer or other
judicial or governmental representative shall request or demand disclosure of
any Proprietary Information, Executive shall promptly notify the Company of the
same and cooperate with the Company to obtain appropriate protective orders in
respect thereof.  Executive further
agrees to execute such further agreements or understandings regarding his
agreement not to misuse or disclose Proprietary Information as the Company may
reasonably request.


 


(b)           Non-Competition/Non-Solicitation.


 


(i)            During Executive’s
employment with the Company and for a period of one (1) year following
Executive’s Termination, or for a period of two (2) years if Executive
receives a Severance Payment due to a Termination Date that occurs within one (1) year
following a Change in Control, Executive agrees not to directly or indirectly
engage, or assist any business or entity, in Competitive Business Activity in
any capacity, including without limitation as an employee, officer, or director
of, or consultant or advisor to, any person or entity engaged directly or indirectly
in a business which engages in Competitive Business Activity, in North America
or anywhere that the Company or its Successor does business at the time of
Executive’s Termination, without the written consent of the Board.


 


(ii)           During Executive’s employment
with the Company and for a period of one (1) year following Executive’s
Termination, or for a period of two (2) years if Executive receives a
Severance Payment due to a Termination Date that occurs within one (1) year
following a Change in Control, Executive agrees not to, in any form or manner,
directly or indirectly, on his own behalf or in combination with others (1) solicit,
induce or influence any customer, supplier, lender, lessor or any other person
with a business relationship with the Company to discontinue or reduce the
extent of such business relationship, or (2) recruit, solicit or otherwise
induce or influence any employee of the Company to discontinue their employment
with the Company.


 


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(c)           Non-disparagement.  During Executive’s employment with the
Company and for a period of one (1) year following Executive’s
Termination, or for a period of two (2) years if Executive receives a
Severance Payment due to a Termination Date that occurs within one (1) year
following a Change in Control, Executive agrees not to make any statements or
take any actions that are intended to or that would reasonably be expected to
harm or adversely affect the reputation of the Company or the personal or
professional reputation of any of the Company’s directors, officers, agents or
employees.


 


(d)           Disclosure
and Assignment to the Company of Inventions and Innovations.


 


(i)            Executive agrees that
all materials, inventions, discoveries, improvements or the like that
Executive, individually or with others, may originate, develop or reduce to
practice while employed with the Company relating to the business or products
of the Company, the Company’s actual or demonstrably anticipated research or
development or any work performed by Executive for the Company (individually, a
“Creation” and collectively, the “Creations”) shall, as between the Company and
Executive, belong to and be the sole property of Company.  Executive hereby waives any and all “moral
rights,” including, but not limited to, any right to identification of
authorship, right of approval on modifications or limitation on subsequent
modification, that Executive may have in respect of any Creation.  Executive further agrees, without further
consideration, to promptly disclose each such Creation to the Company and to
such other individuals as the Company may direct.  Executive further agrees to execute and to
join others in executing such applications, assignments and other documents as
may be necessary or convenient to vest in the Company or any client of the
Company, as appropriate, full title to each such Creation and as may be
reasonably necessary or convenient to obtain United States and foreign patents
or copyrights thereon to the extent the Company or any client of the Company,
as appropriate, may choose.  Executive
further agrees to testify in any legal or administrative proceeding relative to
any such Creation whenever requested to do so by the Company, provided that the
Company agrees to reimburse Executive for any reasonable expenses incurred in
providing such testimony.


 


(ii)           The foregoing covenant
shall not apply to any Creation for which no equipment, supplies, facilities,
or trade secret information of the Company was used and which was developed entirely
on Executive’s own time, unless (i) the Creation relates to (A) the
business of the Company or (B) any actual or reasonably anticipated
research or development of the Company or (ii) the Creation results from
any work performed by Executive for the Company.


 


(e)           Remedies Not
Exclusive.  In the event that
Executive breaches any terms of this Section 7, Executive acknowledges and
agrees that said breach may result in the immediate and irreparable harm to the
business and goodwill of the Company and that damages, if any, and remedies of
law for such breach may be inadequate and indeterminable.  The Company, upon Executive’s breach of this Section 7,
shall therefore be entitled (in addition to and without limiting any other
remedies that the Company may seek under this Agreement or otherwise at law or
in equity) to (1) seek from any court of competent jurisdiction equitable
relief by way of temporary or permanent injunction and without being required
to post a bond, to restrain any violation of this Section 7, and for such
further relief as the court may deem just or 


 


8

















 


proper in law or
equity, and (2) in the event that the Company shall prevail, its
reasonable attorneys fees and costs and other expenses in enforcing its rights
under this Section 7.


 


(f)            Severability
of Provisions.  If any
restriction, limitation, or provision of this Section 7 is deemed to be
unreasonable, onerous, or unduly restrictive by a court of competent
jurisdiction, it shall not be stricken in its entirety and held totally void
and unenforceable, but shall remain effective to the maximum extent possible
within the bounds of the law.  If any
phrase, clause or provision of this Section 7 is declared invalid or
unenforceable by a court of competent jurisdiction, such phrase, clause, or
provision shall be deemed severed from this Section 7, but will not affect
any other provision of this Section 7, which shall otherwise remain in
full force and effect.  The provisions of
this Section 7 are each declared to be separate and distinct covenants by
Executive.


 


8.             Notice.  Any notice, request, demand or other
communication required or permitted herein will be deemed to be properly given
when personally served in writing or when deposited in the United States mail,
postage prepaid, addressed to Executive and to the Company with attention to
the Chief Executive Officer of the Company and the General Counsel of the
Company as provided below.  Either party
may change its address by written notice in accordance with this paragraph.


 


	
   

  	
  In the case of the
  Company, to:

  	
   

  	
  Human Resources

  
	
   

  	
   

  	
   

  	
  MEDecision, Inc.

  
	
   

  	
   

  	
   

  	
  601 Lee Road

  
	
   

  	
   

  	
   

  	
  Wayne, PA 10987

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  And in the case of
  Executive, to:

  	
   

  	
   

  



 


 


9.             Set Off: Mitigation.  The Company’s obligation to pay Executive the
amounts and to provide the benefits hereunder shall be subject to set-off,
counterclaim or recoupment of amounts owed by Executive to the Company.  However, Executive shall not be required to
mitigate the amount of any payment provided for pursuant to this Agreement by
seeking other employment or otherwise.


 


10.           Benefit of Agreement.  This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
executors, administrators, successors and assigns.  If the Company experiences a Change in
Control, or otherwise sells, assigns or transfers all or substantially all of
its business and assets to any person or if the Company merges into or
consolidates or otherwise combines (where the Company does not survive such
combination) with any person (any such event, a “Sale of Business”), then the
Company shall assign all of its right, title and interest in this Agreement as
of the date of such event to such person, and the Company shall cause such
person, by written agreement in form and substance reasonably satisfactory to
Executive, to expressly assume and agree to perform from and after the date of
such assignment all of the terms, conditions and provisions imposed by this
Agreement upon the Company.  Failure of
the Company to obtain such agreement prior to the effective date of such Sale
of Business shall be a breach of this Agreement constituting “Good Reason”
hereunder, 


 


9

















 


except that for purposes
of implementing the foregoing the date upon which such Sale of Business becomes
effective shall be the Termination Date. 
In case of such assignment by the Company and of assumption and
agreement by such person, as used in this Agreement, “the Company” shall
thereafter mean the person which executes and delivers the agreement provided
for in this Section 10 or which otherwise becomes bound by all the terms
and provisions of this Agreement by operation of law, and this Agreement shall
inure to the benefit of, and be enforceable by, such person.  Executive shall, in his discretion, be
entitled to proceed against any or all of such persons, any person which
theretofore was such a successor to the Company, and the Company (as so
defined) in any action to enforce any rights of Executive hereunder.  Except as provided in this Section 10,
this Agreement shall not be assignable by the Company.  This Agreement shall not be terminated by the
voluntary or involuntary dissolution of the Company.


 


11.           Arbitration.  Any controversy or claim arising out of or
relating to this Agreement or the breach of this Agreement that cannot be
mutually resolved by the Executive and the Company, including any dispute as to
the calculation of the Executive’s Benefits, Base Salary, Bonus Amount or any
Severance Payment hereunder, or any dispute regarding the existence of Cause or
Good Reason in connection with any Termination hereunder, shall be submitted to
arbitration in Chicago, Illinois, in accordance with the procedures of the
American Arbitration Association.  The
determination of the arbitrator shall be conclusive and binding on the Company
and the Executive, and judgment may be entered on the arbitrator’s award in any
court having jurisdiction.


 


12.           Applicable Law and Jurisdiction. 
This Agreement is to be governed by and construed under the laws of the
United States and of the State of Illinois without resort to Illinois choice of
law rules.  Each party hereby agrees that
the forum and venue for any legal or equitable action or proceeding arising out
of, or in connection with, this Agreement will lie in the appropriate federal
or state courts in the State of Illinois and specifically waives any and all objections
to such jurisdiction and venue.


 


13.           Captions and Paragraph Headings.  Captions and paragraph headings used herein
are for convenience only and are not a part of this Agreement and will not be
used in construing it.


 


14.           Invalid Provisions.  Subject to Section 7(d), should any
provision of this Agreement for any reason be declared invalid, void, or
unenforceable by a court of competent jurisdiction, the validity and binding
effect of any remaining portion will not be affected, and the remaining
portions of this Agreement will remain in full force and effect as if this
Agreement had been executed with said provision eliminated.


 


15.           No Waiver.  The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be considered
a waiver of such party’s rights or deprive such party of the right thereafter
to insist upon strict adherence to that term or any other term of this
Agreement.


 


16.           Entire Agreement.  This Agreement contains the entire agreement
of the parties with respect to the subject matter of this Agreement except
where other agreements are specifically noted, adopted, or incorporated by
reference.  This Agreement otherwise
supersedes 


 


10

















 


any and all other
agreements, either oral or in writing, between the parties hereto with respect
to the employment of Executive by Company, and all such agreements shall be
void and of no effect.  Each party to
this Agreement acknowledges that no representations, inducements, promises, or
agreements, oral or otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not embodied herein, and that no other
agreement, statement, or promise not contained in this Agreement will be valid
or binding.


 


17.           Modification.  This Agreement may not be modified or amended
by oral agreement, but only by an agreement in writing signed by the Company
and Executive.


 


18.           Counterparts.  This Agreement may be signed in
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.


 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date and year written below.


 


	
   

  	
  By:

  	
  MEDecision, Inc.

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  6-17-2008

  	
   

  	
   

  	
  Its:

  	
  /s/ David
  St.Clair, CEO

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  6-17-2008

  	
   

  	
   

  	
  /s/ Carl E.
  Smith

  
	
   

  	
   

  	
  CARL E. SMITH

  



 


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