QUADRAMED CORP
S-8, EX-99.2, 2000-06-21
COMPUTER PROGRAMMING SERVICES
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                                                                    EXHIBIT 99.2

                              QUADRAMED CORPORATION
                         NOTICE OF GRANT OF STOCK OPTION


        Notice is hereby given of the following option grant (the "Option") to
purchase shares of the Common Stock of QuadraMed Corporation (the
"Corporation"):

               OPTIONEE:
                        ----------------------------------------

               GRANT DATE:
                          --------------------------------------

               VESTING COMMENCEMENT DATE:
                                         -----------------------

               EXERCISE PRICE: $                       per share
                                ----------------------

               NUMBER OF OPTION SHARES:                   shares
                                       ------------------

               EXPIRATION DATE:
                               ---------------------------------

               TYPE OF OPTION:
                              ----------------------------------

               EXERCISE SCHEDULE: The Option shall become exercisable for
               twenty-five percent (25%) of the Option Shares upon Optionee's
               completion of one (1) year of Service measured from the Vesting
               Commencement Date and shall become exercisable for the balance of
               the Option Shares in thirty-six (36) successive equal monthly
               installments upon Optionee's completion of each additional month
               of Service over the thirty-six (36) month period measured from
               the first anniversary of the Vesting Commencement Date. In no
               event shall the Option become exercisable for any additional
               Option Shares after Optionee's cessation of Service.

               Optionee understands and agrees that the Option is granted
subject to and in accordance with the terms of the QuadraMed Corporation 1999
Supplemental Stock Option Plan (the "Plan"). Optionee further agrees to be bound
by the terms of the Plan and the terms of the Option as set forth in the
Supplemental Stock Option Agreement (the "Option Agreement") attached hereto as
Exhibit A. A copy of the Plan is available upon request made to the Corporate
Secretary at the Corporation's principal offices.

               No Employment or Service Contract. Nothing in this Notice or in
the attached Option Agreement or in the Plan shall confer upon Optionee any
right to continue in Service for any period of specific duration or interfere
with or otherwise restrict in any way the rights of the Corporation (or any
Parent or Subsidiary employing or retaining Optionee) or of Optionee, which
rights are hereby expressly reserved by each, to terminate Optionee's Service at
any time for any reason, with or without cause.


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        Definitions. All capitalized terms in this Notice shall have the meaning
assigned to them in this Notice or in the attached Option Agreement.



                     , 2000
--------------------
       Date


                                               QUADRAMED CORPORATION


                                               By:
                                                  ------------------------------

                                               Title:
                                                     ---------------------------


                                               ---------------------------------
                                                          OPTIONEE

                                               Address:
                                                       -------------------------

                                               ---------------------------------


ATTACHMENT
EXHIBIT A - STOCK OPTION AGREEMENT


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                                    EXHIBIT A

                             STOCK OPTION AGREEMENT




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