Exhibit 10.1


 


EXECUTIVE
EMPLOYMENT AND SEVERANCE AGREEMENT


 


This Executive Employment and Severance Agreement (the “Agreement”) is entered
into between David St. Clair (“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 Section 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended) becoming a “beneficial owner” (as defined in Rule 13d-3
under said Act), directly or indirectly, or 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).


 


(l)            “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.


 


(m)          “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.


 


(n)           “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. §l.409A-1(h).


 


(o)           “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 eighteen (18) months 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 


 


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


 


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


 


(q)           “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 Chairman and
Chief Executive 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 $420,000, 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)            Automobile.  The
Company will continue to provide Executive with the use of an automobile
(comparable to the automobile provided to him immediately prior to the Merger)
and will continue to pay all fuel, insurance, maintenance and other reasonable
expenses incurred in connection with his use of that automobile.


 


(g)           Paid Time Off. 
Executive will be entitled to thirty (30) days vacation time each
year.  Accruals and limitations of
accruals shall be consistent with the published policies of the Company.  Executive will also be entitled to other
personal time, holiday time, etc., in accordance with published policies of the
Company.


 


(h)           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


 


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(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.


 


(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. 
In the event that any amount payable to Executive by the Company or any
of its affiliates (whether under the Agreement or otherwise) (a) constitutes
a “parachute payment” within the meaning of Section 280G of the Code, and (b) but
for this Section 6, would be subject to the excise tax imposed by Section 4999
of the Code (the “Excise Tax”), then such payment(s) shall be either (i) delivered
in full, or (ii) delivered to such lesser extent as would result in no
portion of such payment(s) benefits being subject to the Excise Tax,
whichever of the foregoing amounts, taking into account the applicable federal,
state and local income taxes and the Excise Tax, results in the receipt by
Executive on an after-tax basis, of the greatest amount, notwithstanding that
all or some portion of such payment may be taxable under Section 4999 of
the Code.  Unless the Company and
Executive otherwise agree in writing, any determination required under this
section shall be made in writing in good faith by a professional advisor
reasonably selected by the Company (the “Advisor”), in good faith consultation
with Executive.  If a reduction is
required in accordance with this section, cash payments will be reduced before
any acceleration of vesting or forfeiture conditions are eliminated and future
payments will be reduced before amounts that are immediately payable.  For purposes of making the calculations
required by this 


 


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section, the Advisor may make reasonable assumptions and approximations
concerning applicable taxes and may rely on reasonable, good faith
interpretations concerning the application of Sections 280G and 4999 of the Code.  The Company and Executive shall furnish to
the Advisor such information and documents as the Advisor may reasonably
request in order to make a determination under this Section 6. The Company
shall bear all costs the Advisor may reasonably incur in connection with any
calculations contemplated by this Section 6.


 


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, 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 


 


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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.


 


(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 (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 


 


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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 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:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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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, 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.


 


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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 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/ Carl E. Smith, CFO

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  6-17-2008

  	
   

  	
   

  	
  /s/ David St. Clair

  
	
   

  	
   

  	
   

  	
   

  	
  DAVID ST. CLAIR

  



 


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