Exhibit 10.1 — Separation
Agreement and Release dated November 30, 2004, between VantageMed Corporation
and Richard M. Brooks.


 


 SEPARATION
AGREEMENT AND RELEASE


This SEPARATION AGREEMENT
AND RELEASE (this “Agreement”) is entered into as of November 30, 2004
(the “Effective Date”) by and between, VantageMed Corporation, a Delaware
corporation (the “Company”), and Richard M. Brooks (“Brooks”).


RECITALS


A. Brooks and the Company are parties to an
Employment Agreement, dated August 9, 2002 (the “Employment Agreement”),
pursuant to which Brooks was employed by the Company as its Chief Executive
Officer.


B. Effective November
8, 2004, Mr. Brooks voluntarily resigned as Chief Executive Officer of the
Company.


C. Brooks currently
serves as the Chairman of the Board of Directors of VantageMed Corporation (the
“Board”).


D. The Company and
Brooks desire that Brooks continue to serve as the Chairman of the Board and
assume other duties as described herein.


E.  It is the
Company’s decision to provide Brooks with certain severance benefits (as
described herein) that Brooks would not otherwise be entitled to receive upon
the termination of his employment with the Company.


NOW THEREFORE, in
consideration of the promises and the covenants and agreements of the parties
herein contained, and intending to be legally bound hereby, the parties hereby
agree as follows:


AGREEMENT


1. Termination of Employment.  Brooks has tendered his resignation as the
Company’s Chief Executive Officer, effective November 8, 2004 (the “Resignation
Date”), which is documented by a letter in the form attached hereto as Exhibit
A. The Company has accepted this resignation and, in response to any inquiries,
the Company and Brooks will assert that Brooks resigned voluntarily as part of
a planned transition of the Chief Executive Officer position to Steve Curd. The
Company shall provide Brooks with a draft of any press release or public
statement related to Brooks’ resignation as the Company’s Chief Executive
Officer for Brooks’ review and approval, which approval shall be neither timely
nor unreasonably withheld.


2. Membership on Board. Brooks shall
remain Chairman of the Board and a director of the Company until his
resignation, or his removal in accordance with the Company’s Certificate,
Bylaws, and Delaware General Corporation Law. 
Notwithstanding the foregoing, Brooks hereby agrees to resign from the
Board within fifteen (15) days of any request to do so by a majority of the
Board members (not including Brooks).  As
a director of the Company, Brooks shall be entitled to full reimbursement for
all pre-approved business expenses incurred as a Board member in accordance
with Company policy, as well as being allowed to participate in any Board
compensation plans that may be adopted by the Company, either now or in the
future.


In addition to his regular duties as Chairman of the
Board, Brooks shall continue to manage certain discrete projects for the
Company that he was managing prior to the Resignation Date as directed by the
Board and shall make himself available to address any transition issues that
may arise with respect to the transition to Mr. Curd.





















Brooks shall be reimbursed up to $500 per month in
actual out-of-pocket expenses incurred in connection with his work for such
projects.   All such reimbursements shall
be made in accordance with the Company’s business expense reimbursement policy.


3. Severance Benefits.


In exchange for the release of claims set forth in
paragraph 5 and 6, and subject to the effectiveness of this Section 3 as set
forth in paragraph 6 hereof, Brooks shall receive the following severance
benefits in lieu of any severance benefits provided in the Employment
Agreement:


                a)             a severance payment equal to Brooks’
current annual salary, less applicable withholding, paid in accordance with the
Company’s normal payroll schedule over the 12 month period beginning December
1, 2004.


                b)            all unexercised stock options
granted to Brooks under the Employment Agreement shall vest and be exercisable
on the Resignation Date.  The period of
exercise for all options held by Brooks as of the Effective Date shall be 90
days from the longer of (i) 180 days after the Effective Date or (ii)
termination or completion of the projects referred to in Section 2 above.  Except as provided above, all unexercised stock
options shall continue to vest and be exercisable in accordance with the
applicable option agreement and/or with the terms of the applicable stock
option plan(s).


                c)             if Brooks is covered by the Company’s
group health plan and he timely elects to continue such coverage pursuant to
applicable law (COBRA), the Company shall pay the COBRA premiums for the period
that Brooks is receiving the severance payments described in paragraph a)
above, provided, however, that from and after the first date that Brooks first
commences other employment or provides services as a consultant of other
self-employed individual, the Company, at its option, may eliminate or
otherwise reduce payment of such COBRA premiums to the extent Brooks receives
health benefits from such other employment or self-employment.


4. Miscellaneous Benefits.


(a) On the Resignation Date, the Company shall
pay Brooks all wages and unused but accrued vacation earned through that
date.  Such payments shall be subject to
applicable withholding.  In addition, the
Company shall reimburse Brooks for all of his reimbursable business expenses
incurred through the Resignation Date in accordance with the Company’s business
expense reimbursement policy.  Brooks
understands and acknowledges that he shall be entitled to no compensation or
benefits from the Company other than those expressly set forth in this
Agreement.


(b)  The Company shall continue to maintain
Brooks’ VantageMed email account and will allow Brooks to remotely access his
VantageMed email account. The Company shall also allow Brooks to keep at all
times for both his business and personal use his Company-issued laptop computer
and cellular telephone, subject to Brooks’ continuing obligation to protect the
confidential and proprietary information of the Company.  Business expenses associated with laptop and
cellular telephone use shall be included in the $500 monthly expense
reimbursement allotment described in Section 2 above.  All benefits provided to Brooks under this
paragraph 4(b) shall cease on the earlier of (i) the last day that Brooks
serves as a member of the Company’s Board of Directors, or (ii) the date on
which Brooks commences full-time employment with another company.


5.             Return
of Company Property.  Except for the
property retained by Brooks under Section 4(b) above, on the Resignation Date
Brooks shall return to the Company any and all Company property then in his
possession, except for any such property reasonably necessary for Brooks to
continue to perform his duties as a director and manager of the projects as
described in Section 2 above.  Any
retained property shall be returned to the Company promptly at such time as
Brooks is no longer a member of the Board of Directors.


2





















6. Mutual General
Release.


(a) In exchange for the
mutual promises made herein and the benefits described in this Agreement,
Brooks, on behalf of himself and his estate, heirs, executors and personal
representatives, and the Company, on behalf of itself and its predecessors,
successors, assigns, agents and, in each case, all persons acting by, through,
under or in concert with any of them, hereby release and discharge fully,
finally and forever one another and their respective estate, heirs, executors,
personal representatives, employees, officers, directors, stockholders,
predecessors, successors, assigns, agents, attorneys and accountants, and all
persons acting by, through, under or in concert with any of them (individually
and collectively, the “Released Parties”) from all claims, demands,
obligations, losses, causes of action, in law or in equity, costs, expenses,
suits, debts, liens, promises, damages, attorneys’ fees and liabilities of any
nature whatsoever, known or unknown, fixed or contingent, whether based upon
contract, tort or statute which they now have or may hereafter have against the
Released Parties by reason of any and all acts, omissions, events or facts
occurring or existing prior to the Effective Date including, but not limited
to, the following: any alleged breach of the Employment Agreement, or any other
agreement or policy to which the Company is a party; any alleged breach of any
covenant of good faith and fair dealing, express or implied; any alleged torts
or other alleged legal restrictions relating to Brooks’s employment and the
termination thereof; and any alleged violation of any federal, state or local
statute or ordinance, including, without limitation, Title VII of the Civil
Rights Act of 1964, as amended; the Equal Pay Act, as amended; the Age
Discrimination in Employment Act, as amended; the Americans With Disabilities
Act, as amended; the Employee Retirement Income Security Act, as amended; the
Older Workers Benefit Protection Act of 1990; the California Fair Employment
and Housing Act, as amended; the California Labor Code, as amended; and/or any
other local, state, or federal law governing discrimination in employment
and/or the payment of wages and benefits, or any matters arising out of, or
relating to, Brooks’s employment relationship with the Company (collectively,
the “Released Matters”). Notwithstanding the foregoing, (a) the Released
Matters shall not include, and nothing herein shall affect, any claim arising
from or relating to any breach by a Released Party of the terms of this
Agreement and (b) nothing in this Agreement shall release the Company from any
of its indemnification obligations to Brooks pursuant to contract, the Company’s
by-laws, or statutory or common law.


(b) The parties agree
that they shall not in any way on their own behalf or for any other person or
entity, cause, support or assist in the instigation, maintenance or pursuit of
any action of any nature which has been, might have been or might be asserted
by any person or entity against the Released Parties in connection with the
Released Matters. This paragraph 6(b) may be pleaded as a complete defense to,
and may be used as an injunction against bringing, any claims released
hereunder.


(c) This Agreement is
intended to cover all claims or possible claims arising out of or relating to
the Released Matters, whether the same are known, unknown or hereafter
discovered or ascertained. THE PARTIES HEREIN ACKNOWLEDGE THAT THEY HAVE BEEN
ADVISED OF AND ARE FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE
SECTION 1542, WHICH PROVIDES AS FOLLOWS:


“A GENERAL RELEASE DOES NOT
EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”


BEING AWARE OF SAID CODE
SECTION, THE PARTIES HEREBY EXPRESSLY WAIVE ANY RIGHTS THEY MAY HAVE
THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF
SIMILAR EFFECT.


3





















7. Acknowledgment of Waiver of Claims under
ADEA. Brooks acknowledges that he is waiving and releasing any rights he
may have under the Age Discrimination in Employment Act of 1967 (“ADEA”)
and that the waiver and release is knowing and voluntary. Brooks and the
Company agree that the waiver and release does not apply to any rights or
claims that may arise under the ADEA after the Effective Date. Brooks
acknowledges that the consideration given for this waiver and release is in
addition to anything of value to which Brooks was already entitled. Brooks
further acknowledges that he has been advised by the Company in writing that
(a) he should consult with an attorney prior to executing this
Agreement; (b) he has 21 days within which to consider  paragraph 6 of this Agreement; (c) he
has seven days following his execution of this Agreement to revoke paragraph 5
of this Agreement (the “Revocation Period”); and (d) paragraphs 3
and 6 of this Agreement shall not be effective until the Revocation Period has
expired (the “Effective Date”) and Brooks has not revoked those sections during
the Revocation Period.  Brooks acknowledges
and agrees that all other provisions of this Agreement shall remain in full
force and effect notwithstanding any subsequent revocation of paragraph 6 by
Brooks.


8. Confidential and Proprietary Information;
Covenant Not to Compete; Non-Solicitation of Employees.  Brooks shall execute the Company’s standard
form of proprietary information and inventions agreement as required by the
Employment Agreement as of the date he first joined the Company’s Board of
Directors.  Brooks acknowledges that he
shall remain bound by the provisions of such agreement until such time as he is
no longer serving as a director of the Company. 
Brooks acknowledges that he is obligated to protect the confidential and
proprietary information of the Company.


9. Indemnification; Representation. The
Company confirms that Brooks shall continue to be entitled to indemnification
pursuant to and upon the terms and conditions of the Company’s bylaws and the
Indemnity Agreement (the “Indemnity Agreement”) by and between the
Company and Brooks for actions, suits and proceedings by reason of the fact
that he was an employee, officer and director of the Company upon the terms and
subject to the conditions set forth therein. The Company shall continue Brooks
as an insured under all applicable directors and officers liability insurance
policies that have been purchased, or will be purchased, through the last day
that Brooks serves as a member of the Company’s Board.


10. Severability. The provisions of this
Agreement are severable. If any provision is held to be invalid or
unenforceable, it shall not affect the validity or the enforceability of any
other provision.


11. Right To Advice
of Counsel. Brooks acknowledges that he has the right, and is encouraged,
to consult with his lawyer; by his signature below Brooks acknowledges that he
has consulted with his lawyer concerning this Agreement.


12. Non-Disparagement. Brooks and the
Company agree to refrain from any disparagement, criticism, defamation,
slander, or tortious interference with the contracts and relationships of one
another. The Company further agrees to use its best efforts to cause its
officers, directors and principal stockholders to refrain from any
disparagement, criticism, defamation, slander, or tortious interference with
the contracts and relationships of Brooks.


13.  Voluntary
Agreement. Brooks represents that he has thoroughly read and considered all
aspects of this Agreement, that he understands all of its provisions, and that
he is voluntarily entering into this Agreement.


14. Entire Agreement.
This Agreement, the agreements referenced herein (as may be modified hereby), the Company’s stock option plans and
option agreements with Brooks, and any confidentiality or proprietary rights
agreement between Brooks and the Company, together with all of the exhibits
hereto and thereto, set forth the entire agreement between Brooks and the
Company and supersede any and all prior oral or written agreements or
understandings between Brooks and the Company concerning the subject matter hereof
and thereof.


4





















15. Amendment.
This Agreement may not be altered, amended or modified except by a further
written document signed by Brooks and an authorized representative of the
Company.


16. Further
Assurances. The parties agree to execute and deliver such further
documents, certificates or agreements, and to perform such further actions as
may be reasonably necessary to carry out the terms of this Agreement.


17. Remedies.
The parties agree that money damages would not be a sufficient remedy for any breach
or threatened breach of this Agreement by any party and that the non-breaching
party shall be entitled to equitable relief, including injunction and specific
performance, as a remedy for such breach or threatened breach. Such remedies
shall not be deemed to be the exclusive remedies for a breach of this Agreement
but shall be in addition to all other remedies available at law or equity.


18. Counterparts.
This Agreement may be executed in two or more counterparts, which, when taken
together, shall constitute the whole of the agreement between the parties
hereto.


19. Governing Law.
This Agreement shall be construed in accordance with the laws of the State of
California, without regard to conflicts of law principles of such state.


20. Legal Expenses. The prevailing party
in any legal action brought by one party against the other and arising out of
this Agreement shall be entitled, in addition to any other rights and remedies
that such prevailing party may have, to reimbursement for expenses incurred by such
prevailing party, including court costs and reasonable attorneys’ fees.


21. Arbitration. Should any dispute
arise relating to the meaning, interpretation or application of this Agreement,
such dispute shall be settled in Sacramento County, California, in accordance
with the applicable rules of the America ASrbitration Association for settling
employment and commercial disputes.


5





















IN WITNESS WHEREOF, the parties execute this
Separation Agreement and Release as of the dates written below.


	
  DATE:
  November 30, 2004

  	
  VANTAGEMED
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:
  /s/ Philip D. Ranger

  
	
   

  	
  Philip
  D. Ranger

  
	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  
	
   DATE:
  November 30, 2004

  	
  By:
  /s/ Richard M. Brooks

  
	
   

  	
  Richard
  M. Brooks, an individual

  



 


6
















Exhibit
A


 


Board of Directors


VantageMed Corporation


3017 Kilgore Road, Suite 195


Rancho Cordova, CA 95670


Gentlemen:


Effective immediately, I
hereby resign as Chief Executive Officer of VantageMed Corporation.


 


	
  Date:
  November 8, 2004

  	
   

  	
  /s/
  Richard M. Brooks

  
	
   

  	
   

  	
  Richard
  M. Brooks

  



 


7