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