Exhibit 10.26


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement (the “Agreement”) is made and entered into by
and between VantageMed Corporation (the “Company”) and Richard Altinger (the
“Employee”).  The effective date of this
Agreement is the date the Agreement is signed by the Company’s Chief Executive
Officer (the “Effective Date”).


 


1.             Position and
Duties.  Employee will be employed
by the Company as its Vice President of Marketing and Business Development,
reporting to the Company’s Chief Executive Officer.  Employee accepts employment with the Company on the terms and
conditions set forth in this Agreement, and Employee agrees to devote
Employee’s full working time, energy and skill to Employee’s duties at the Company
and shall use his best efforts to perform his duties.  These duties will include, but not be limited to, those duties
normally performed by a Vice President of Marketing and Business Development,
as well as any other reasonable duties that may be assigned to Employee from
time to time.


 


2.             Term of
Employment.   The term of the
Agreement shall continue for a period of three (3) years (the “Term”);
provided, however, that the relationship may be terminated by Employee or the
Company pursuant to the provisions of Paragraphs 4 and 5 below.  Thereafter, subject to the provisions for
termination in Paragraph 4, this Agreement shall be extended automatically for
a term of one year (the “Renewal Term”), unless:  (a) the Company or the Employee gives written termination notice
to the other party at least thirty days prior to either the termination of the
initial Term of employment or any Renewal Term established thereafter; or 


 


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(b)
the Company and the Employee agree to a mutually acceptable date on which to
terminate this agreement.


 


3.             Compensation.  Employee will be compensated by the Company
for Employee’s services as follows:


 


                (a)           Salary:  Employee will be paid an annual salary of
One Hundred Sixty Thousand Dollars in U.S. currency ($160,000.00), less
applicable withholding, in accordance with the Company’s normal payroll
procedures.  Employee’s salary will be
reviewed by the Board of Directors (the “Board”) from time to time, but no less
frequently than annually, and may be subject to adjustment based upon various
factors including, but not limited to, Employee’s performance and the Company’s
profitability.  Any adjustment to
Employee’s salary shall be in the sole discretion of the Board.


 


(b)           Bonus:  Employee will be eligible to receive a bonus
consisting of cash, stock options or other monetary compensation based upon the
Company’s achievement of various financial and/or other goals established by
the Board.  The amount of the bonus will
be determined by the Board at its discretion and subject to the terms of the
management team bonus plan pertaining to senior executives as adopted by the
Board from time to time.  Unless
otherwise specified in writing, such bonus payments(s) shall not be deemed to
have been earned or accrued until all of the time and performance conditions
for the bonus are met by Employee.


 


(c)           Benefits:  Employee will have the right, on the same
basis as other senior executives of the Company, to participate in and to
receive benefits under any Company medical, life, long-term disability or other
group insurance plans, as well as under the Company’s business 


 


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expense
reimbursement and other policies. 
Employee will accrue three (3) weeks paid vacation annually and shall be
compensated in accordance with the Company’s vacation policy.  Vacation shall be taken at a reasonable time
or times so as not to negatively impact the operations of the Company.  Employee may accrue a maximum of four weeks
vacation.  At that time, no further
vacation shall be earned until Employee has used some portion of his accrued
vacation, thereby reducing the total amount below the permitted maximum.


 


(d)           Stock Options:  Employee has been granted an option to
purchase 100,000 shares of the Company’s common stock under the Company’s 1998
Stock Option/Stock Issuance Plan, as amended and restated on November 22, 1999
(the “Stock Option Plan”) at an exercise price equal to the fair market value
of that stock on the date of issuance (the “Option”).  The Option will be governed by and subject to the terms and
conditions of the Company’s standard form of stock option agreement (which
Employee will be required to sign in connection with the issuance of the
Option) and will be issued on Employee’s first day of employment.


 


4.             Termination.  Employee’s employment hereunder shall
terminate upon the occurrence of any of the following events:


 


                (a)           Voluntary Resignation.  Employee’s voluntary resignation upon thirty
(30) days’ written notice.  The Company
may, in its sole discretion, elect to waive all or any part of such notice
period and accept Employee’s resignation at an earlier date;


 


                (b)           Death or Disability.  Employee’s death or disability (meaning that
Employee is unable to perform Employee’s duties for three or more consecutive
months or four 


 


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or
more non-consecutive months in any one-year period as a result of a physical
and/or mental impairment);


 


                (c)           Termination with Cause.  The Company may terminate Employee’s
employment hereunder at any time prior to the end of the Term or any renewal
term for “Cause” as defined below.  For
purposes of this Agreement, a termination for “Cause” occurs upon the happening
of any of the following events:  (i)
Employee pleads guilty to, or is convicted of any felony that impairs
Employee’s ability to perform his duties under this Agreement;  (ii) Employee’s theft, dishonesty, fraud, or
the intentional falsification of any employment or Company records; (iii)
Employee intentionally discloses any of the Company’s confidential or
proprietary information or otherwise materially breaches the Company’s standard
form of employee confidentiality and assignment of inventions agreement; (iv)
failure of Employee to satisfactorily perform the duties of the office held by
the Employee as reasonably determined by the Board, and such failure is not
cured within thirty (30) days after the Employee receives notice thereof from
the Board; (v) a material breach of this Agreement or any other material
agreement between Employee and the Company which, if curable, is not cured
within thirty (30) days after Company provides Employee with written notice of
such breach;


 


                (d)           Termination without Cause. The
Company may terminate Employee’s employment hereunder at any time prior to the
end of the Term or any Renewal Term without Cause and for any reason;


 


                (e)           Termination for Good Reason.  This Agreement shall terminate at Employee’s
option under the following circumstances: (i) the Company’s failure to perform
or 


 


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observe any of the material terms or provisions of this Agreement, and
the continued failure of the Company to cure such default within thirty (30)
days after written demand for performance has been give to the Company by the
Employee, which demand shall describe specifically the nature of such alleged
failure to perform or observe such material terms or provisions; (ii) a
material reduction in the scope of the Employee’s responsibilities and duties;
or (iii) in the absence of a written agreement between the Company and
Employee, a material reduction in Employee’s base pay or incentive
compensation.


 


Termination under this subparagraph (e) shall be effective upon the
delivery by Employee to the Company of a Notice of Intended Termination (the
“Notice”) at least fifteen (15) business days prior to termination by
Employee.  The Notice shall state with
particularity the basis of such termination. 
The Company shall have fifteen (15) business days after receipt of such
Notice to remedy the facts and circumstances underlying the termination.  Employee shall make a good faith
determination immediately after such fifteen (15)-day period whether such facts
and circumstances have been remedied and shall communicate Employee’s
determination in writing to the Company.


 


5.             Benefits upon
Termination.  Employee shall receive
the following benefits upon the termination of his employment hereunder
pursuant to the terms hereunder:


 


                (a)           In the event Employee’s employment is
terminated pursuant to paragraph 4 (a), (b), (c), or at the end of the Term or
any Renewal Term,  Employee  shall receive all compensation accrued under
Paragraph 3 which is unpaid as of the date of termination. 


 


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Employee
shall not receive any other compensation from the Company other than that
earned under Paragraph 3 through the date of Employee’s termination.


 


(b)           In the event
Employee’s employment is terminated pursuant to paragraph 4(d) or (e) prior to
the end of the initial Term and any Renewal Term and if Employee signs a
general release of all claims, known and unknown, Employee may have against the
Company arising out of his employment or termination of employment, in a form satisfactory
to the Company, Employee shall receive the following:


 


                (i)  A severance payment equal to 9 months’
salary at Employee’s then current salary, less applicable withholding, in
accordance with the Company’s normal payroll schedule through the applicable
severance period.


 


                (ii)  In addition to the severance payment, the
Company shall pay the premiums to continue Employee’s group health insurance
coverage under COBRA for the period that Employee is receiving the severance
payment; provided, however, that from and after the first date that Employee
first commences other employment or provides services as a consultant or other
self-employed individual, the Company, at its option, may eliminate or
otherwise reduce payment of the COBRA premiums to the extent the Employee
receives health benefits from such other employment or self-employment.


 


                6.             Confidential and Proprietary Information.   As a condition of Employee’s employment,
Employee agrees to sign the Company’s standard form of employee confidentiality
and assignment of inventions agreement.


 


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7.             Dispute
Resolution.  Any dispute arising out
of, or relating to, the rights or obligations of the parties under this
Agreement shall be conclusively determined by binding arbitration.  The arbitration shall be conducted as
follows:


 


(a)  Binding Arbitration.  Any dispute between the parties shall be
submitted to, and conclusively determined by, binding arbitration in accordance
with this paragraph.  The provisions of
this paragraph shall not preclude any party from seeking injunctive or other
provisional or equitable relief in order to preserve the status quo of the
parties pending resolution of the dispute, and the filing of any action seeking
injunctive or other provisional relief shall not be construed as a waiver of
that party’s arbitration rights.  A
single arbitrator in accordance with the then-existing employment rules of the
American Arbitration Association shall conduct the arbitration.  The arbitrator, whose decision shall be
final and binding, shall be selected in accordance with the rules of the
American Arbitration Association.


 


(b)  Location of Arbitration.  Any arbitration hearing shall be conducted
in the county in which venue would be proper for an initiation of a civil
action arising out of the dispute.


 


(c)  Applicable Law.  The arbitration of any dispute shall be
governed by the California Arbitration Act (California Code of Civil
Procedure  § 1280, et  seq.)
and minimum due process requirements established by the California Supreme
Court in Armendariz
v. Foundation Health Psychcare Services, Inc., 24 Cal.4th 83 (2000).


 


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(d)  Limitation on Scope of
Arbitrator’s Award or Decision.  The
parties to this Agreement agree that if the arbitrator finds any disputed claim
to be meritorious, the arbitrator shall have the authority to order legal
and/or equitable relief appropriate to the claim.


 


(e)  Attorney’s Fees.  Each party shall initially bear its/his own
attorney’s fees.  However, the parties
to this Agreement agree that the arbitrator, in his or her discretion, may
award to the prevailing party the reasonable attorney’s fees incurred by the
party in participating in the arbitration process.


 


8.             Representation
by Counsel.  The parties have
carefully read this Agreement and the contents hereof are known and understood
by all parties.  The parties have each
had the opportunity to receive independent legal advice from attorneys of their
choice with respect to the advisability of executing this Agreement.  The parties acknowledge that they have
executed this Agreement after independent investigation and without fraud,
duress, or undue influence.


 


9.             Notices.  For purposes of this Agreement, notices and other
communications provided for in this Agreement shall be in writing and shall be
delivered personally or sent by United States certified mail, return receipt
requested, postage prepaid, addressed as follows:


	
  If
  to Employee:

  	
   

  
	
   

  	
   

  
	
   

  	
  Richard
  Altinger

  	
   

  
	
   

  	
  681
  Benvenue Ave.

  	
   

  
	
   

  	
  Los
  Altos, CA 94024

  	
   

  
	
   

  	
   

  
	
  If
  to Company:

  	
   

  
	
   

  	
   

  
	
   

  	
  Chief
  Executive Officer

  	
   

  
	
   

  	
  VantageMed
  Corporation

  	
   

  
	
   

  	
  3017
  Kilgore Road, Suite 180

  	
   

  
	
   

  	
  Rancho
  Cordova, CA  95670

  	
   

  



 


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10.           Severability.  If any provision of this Agreement is deemed
invalid, illegal or unenforceable, such provision shall be modified so as to
make it valid, legal and enforceable, and the validity, legality and
enforceability of the remaining provisions of this Agreement shall not in any
way be affected.


 


11.           Assignment.   In view of the personal nature of the
services to be performed under this Agreement by Employee, Employee cannot
assign or transfer any of Employee’s obligations under this Agreement.


 


12.           Entire Agreement.   This Agreement and the agreements referred
to above constitute the entire agreement between Employee and the Company
regarding the terms and conditions of Employee’s employment, and they supersede
all prior negotiations, representations or agreements between Employee and the
Company regarding Employee’s employment, whether written or oral.


 


13.           Modification.   This Agreement may only be modified or
amended by a supplemental written agreement signed by Employee and an
authorized representative of the Company.


 


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


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VantageMed
  Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By
  /s/ Richard Brooks

  
	
  Date:  February 18, 2003

  	
   

  	
  Its:
  CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:  February 18, 2003

  	
   

  	
  /s/
  Richard Altinger

  
	
   

  	
   

  	
  Richard
  Altinger

  



 


 


 


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