Exhibit 10.1
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is made by and between MEDECISION,
INC., a Pennsylvania corporation (the "Company") and TIMOTHY W. WALLACE
("Consultant").
WHEREAS, the Company desires to retain Consultant to provide certain services
described herein, and Consultant is willing to be so retained, subject to the
terms of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
promises contained herein, and intending to be bound hereby, the parties agree
as follows:
1.
DURATION OF AGREEMENT.
CONSULTANT'S SERVICE UNDER THIS AGREEMENT
WILL COMMENCE ON THE DATE THIS AGREEMENT IS EXECUTED AND WILL CONTINUE UNTIL
TERMINATED BY EITHER PARTY.
EITHER PARTY MAY TERMINATE CONSULTANT'S ENGAGEMENT
WITH THIRTY DAYS ADVANCE WRITTEN NOTICE.
2.
SERVICES.
CONSULTANT IS HEREBY RETAINED TO SERVE AS THE
COMPANY'S PRESIDENT, ON AN INTERIM BASIS PENDING THE EMPLOYMENT OF A PRESIDENT
(WHO MAY BE CONSULTANT), REPORTING DIRECTLY TO THE COMPANY'S CHIEF EXECUTIVE
OFFICER OR AS OTHERWISE DIRECTED BY THE BOARD OF DIRECTORS (THE "BOARD").
CONSULTANT WILL PERFORM SUCH DUTIES AS MAY BE CUSTOMARILY INCIDENT TO THE
POSITION OF PRESIDENT AND SUCH OTHER DUTIES AS MAY REASONABLY BE ASSIGNED TO HIM
FROM TIME TO TIME BY THE BOARD; PROVIDED, HOWEVER, THAT CONSULTANT WILL NEITHER
BE REQUIRED NOR PERMITTED TO PARTICIPATE IN THE PREPARATION OF THE FINANCIAL
STATEMENTS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY.
IT IS EXPECTED
THAT, FOR THE DURATION OF THIS ENGAGEMENT, THE PERFORMANCE OF SERVICES FOR THE
COMPANY WILL CONSUME SUBSTANTIALLY ALL OF CONSULTANT'S BUSINESS TIME.
CONSULTANT THEREFORE AGREES NOT TO ACCEPT OTHER ENGAGEMENTS OR ENGAGE IN OTHER
ACTIVITIES THAT WILL INTERFERE WITH HIS PERFORMANCE OF SERVICES HEREUNDER.
3.
FEES.
3.1.
IN EXCHANGE FOR HIS SERVICES HEREUNDER, THE COMPANY WILL PAY
CONSULTANT A RETAINER OF $6,500 PER WEEK.
SUCH AMOUNT WILL BE PAID IN ARREARS,
WITHIN SEVEN DAYS FOLLOWING THE COMPLETION OF THE APPLICABLE WEEK.
3.2.
TO THE EXTENT CONSULTANT CONTINUES TO SERVE AS A MEMBER OF THE BOARD
DURING HIS PERIOD OF SERVICE HEREUNDER AND, BUT FOR HIS ENGAGEMENT HEREUNDER,
WOULD BE ENTITLED TO RECEIVE CASH COMPENSATION FOR SUCH BOARD SERVICE, THE
COMPANY WILL MAKE ADDITIONAL PAYMENTS TO CONSULTANT HEREUNDER IN THE SAME
AMOUNT(S), AT THE SAME TIME(S) AND SUBJECT TO THE SAME CONDITIONS AS THE
DIRECTORS' FEES (EXCLUDING, FOR THIS PURPOSE, FEES PAYABLE FOR SERVICE ON A
COMMITTEE OF THE BOARD) THAT WOULD OTHERWISE BE PAYABLE TO HIM UNDER THE
COMPANY'S DIRECTOR COMPENSATION POLICIES AND PRACTICES, AS IN EFFECT FROM TIME
TO TIME.
4.
INDEPENDENT CONTRACTOR STATUS.
THE PARTIES ACKNOWLEDGE AND AGREE
THAT CONSULTANT WILL ACT STRICTLY IN A PROFESSIONAL CONSULTING CAPACITY AS AN
INDEPENDENT CONTRACTOR FOR ALL PURPOSES, INCLUDING WITHOUT LIMITATION, FEDERAL,
STATE AND LOCAL WITHHOLDING, EMPLOYMENT AND PAYROLL TAX PURPOSES, AND WILL NOT
BE CONSIDERED AN EMPLOYEE OF THE COMPANY.
CONSULTANT FURTHER ACKNOWLEDGES THAT
HE WILL NOT BE ELIGIBLE TO PARTICIPATE IN ANY RETIREMENT, WELFARE, OR OTHER
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT MAINTAINED BY THE COMPANY OR ITS AFFILIATES
AND AGREES NOT TO CLAIM ANY SUCH BENEFITS, WHETHER OR NOT THIS INDEPENDENT
CONTRACTOR