LANDACORP INC
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
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<TYPE>EX-10.16
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<FILENAME>g74899ex10-16.txt
<DESCRIPTION>SETTLEMENT AGREEMENT AND MUTUAL RELEASE
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                                                                  Exhibit 10.16


                    SETTLEMENT AGREEMENT AND MUTUAL RELEASE

         This Settlement Agreement and Mutual Release ("Agreement") is made by
and between Landacorp; Inc. (the "Company") and Michael S. Miele ("Employee").

         WHEREAS, Employee was employed by the Company;

         WHEREAS, the Company and Employee have entered into an Employment
Agreement (the "Employment Agreement"); and

         WHEREAS, the Company and Employee have mutually agreed to terminate
the employment relationship and to release each other from any claims arising
from or related to the employment relationship;

         NOW THEREFORE, in consideration of the mutual promises made herein,
the Company and Employee (collectively referred to as "the Parties") hereby
agree as follows:

         1. Resignation. Employee resigned from his position as the Company's
Senior Vice President of Population Management and his position as a member of
the Company's Board of Directors effective immediately.

         2. Consideration.

                  (a) The Company agrees to pay Employee (i) at the rate of
$16,667 per month, less applicable withholding, for the remainder of the time
period from the date hereof through October 31, 2001 (the "Initial Payment
Period"), and (ii) at the rate of $29,167 per month, less applicable
withholding, for the time period from November 1, 2001 through October 31, 2003
(the "Subsequent Payment Period" and together with the Initial Payment Period,
the "Payment Periods"), in each case in accordance with the Company's payroll
practices.

                  (b) During the Initial Payment Period, Employee shall, upon
request by the Company's Chief Executive Officer, provide consulting services
to the Company regarding the Company's population management control business,
including but not limited to, providing advice, strategic and structural
analysis and implementation and managing specified projects. Such consulting
services shall be rendered at mutually agreeable times and may be rendered by
telephone, electronically or in person as agreed by the parties. Employee
acknowledges that attending meetings, developing written plans and reports,
managing personnel, and participating in joint discussions with customers and
potential customers are included in the services to be provided by Employee in
his continuing role as a consultant to the Company. The Company agrees to pay
Employee at a rate of $1,000 for each day or portion thereof that Employee
provides such service at the request of the Company's Chief Executive Officer.
In no event shall Employee be required to provide consulting services hereunder
on more than five days in any calendar month. Either Employee or the Company
may terminate this consulting relationship on 30 days' prior written notice;
provided, however, that no such termination shall be effective prior to the
last day of the Initial Payment Period. [The


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Company will reimburse Employee for his reasonable expenses incurred in
connection with providing consulting services hereunder, in accordance with the
Company's expense reimbursement policies].

                  (c) Effective the date hereof, all of Employee's options (the
"Options") to purchase shares of Company Common Stock shall be deemed fully
vested and immediately exercisable. If Employee's consulting relationship with
the Company is terminated pursuant to clause (b) above, Employee may exercise
the Options within 30 days of the effective date of such termination. If, after
termination, Employee does not exercise the Options, the Options shall
terminate and the shares of Company Common Stock covered by such Options shall
revert to the Company's Incentive Plan (the "Plan"). The exercise of any stock
options shall continue to be subject to the terms and conditions of the Plan
and, except as modified hereby, the applicable Stock Option Agreement between
Employee and the Company. No termination of the consulting arrangement shall
affect the Company's obligations to make the payments specified in Section
2(a).

                  (d) During the Payment Periods, Employee and his spouse will
continue to participate in the Company's group health plan on the same basis as
the Company's executive officers. Except for payments to be made pursuant to
the Agreement and Plan of Merger, dated October 31, 2000, by and among the
Company, CDMS Acquisition Corp., PatientCentrix, Inc. and Employee and certain
other former stockholders of PatientCentrix, Inc. (the "Merger Agreement"),
employee will not be entitled to accrual of any other employee benefits,
including, but not limited to, vacation benefits or bonuses. Subsequent to the
payment period, the Company will not contest unemployment benefits. After the
Subsequent Payment Period, Employee shall have the right to convert his and his
spouse's health insurance benefits to individual coverage pursuant to COBRA.

         3. Confidential Information. Employee shall continue to maintain the
confidentiality of all confidential and proprietary information of the Company
in the manner provided in the Employment Agreement and shall continue to comply
with the terms and conditions of that certain Nondisclosure Inventions
Agreement, dated December 18, 1998 by and between Employee and PatientCentrix,
Inc. Employee shall return all the Company property and confidential and
proprietary information in his possession to the Company on the Effective Date
of this Agreement.

         4. Noncompetition. Employee shall continue to comply with the terms of
that certain Noncompetition Agreement, dated October 31, 2000, by and between
Employee and the Company.

         5. Vacate Offices of Company. Employee hereby agrees to vacate the
Company's offices located at 51 Park Street, Montclair, New Jersey 67042 on or
before May 7, 2001.

         6. Payment of Salary. Employee acknowledges and represents that the
Company has paid all salary, wages, bonuses, accrued vacation, commissions and
any and all other benefits due to Employee pursuant to the terms of the
Employment Agreement accrued on or prior to the date hereof.

         7. Release of Claims. Employee agrees that the consideration set forth
in Section 2 above represents settlement in full of all outstanding obligations
owed to Employee by the Company with respect to Employee's employment
relationship with the Company. Employee and the Company, on


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behalf of themselves, and their respective heirs, family members, executors,
officers, directors, employees, investors, shareholders, administrators,
affiliates, divisions, subsidiaries, predecessor and successor corporations,
and assigns, hereby fully and forever release each other and their respective
heirs, family members, executors, officers, directors, employees, investors,
shareholders, administrators, affiliates, divisions, subsidiaries, predecessor
and successor corporations, and assigns, from, and agree not to sue concerning,
any claim, duty, obligation or cause of action relating to any matters of any
kind, whether presently known or unknown, suspected or unsuspected, that any of
them may possess arising from any omissions, acts or facts that have occurred
up until and including the date of this Agreement including, without
limitation:

                  (a) any and all claims relating to or arising from Employee's
employment relationship with the Company and the termination of that
relationship, including without limitation any and all claims that the
termination of Employee's employment relationship with the Company, in and of
itself, violates the Merger Agreement or interferes with or negatively impacts
the payment of any earnout under the Merger Agreement or the achievement .of
any related milestone event;

                  (b) any and all claims arising out of or relating to
Employee's employment relationship with the Company for wrongful discharge of
employment; constructive termination; termination in violation of public
policy; discrimination; breach of contract, both express and implied; breach of
a covenant of good faith and fair dealing, both express and implied; promissory
estoppel; negligent or intentional infliction of emotional distress; negligent
or intentional misrepresentation; negligent or intentional interference with
contract or prospective economic advantage; unfair business practices;
defamation; libel; slander; negligence; personal injury; assault; battery;
invasion of privacy; false imprisonment; and conversion;

                  (c) any and all claims for violation of any federal, state or
municipal statute, including; but not limited to, Title VII of the Civil Rights
Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment
Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor
Standards Act, the Employee Retirement Income Security Act of 1974, The Worker
Adjustment and Retraining Notification Act, Older Workers Benefit Protection
Act; the California Fair Employment and Housing Act, and Labor Code section
201, et seq. and section 970, et seq.;

                  (d) any and all claims for violation of the federal, or any
state, constitution;

                  (e) any and all claims arising out of any other laws and
regulations relating to employment or employment discrimination; and

                  (f) any and all claims for attorneys' fees and costs (except
for the payment of $10,000 of Employee's attorney's fees in connection with
this Agreement as provided in Section 17.

         The Company and Employee agree that the release set forth in this
section shall be and remain in effect in all respects as a complete general
release as to the matters released. This release does not extend to any matters
other than the Employee's employment relationship with the Company and the
termination of that relationship including, without limitation, Employee's (i)
rights under the Merger Agreement; (ii) rights as a securityholder of the
Company; (iii) rights to indemnification and


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exculpation under the Company's Certificate of Incorporation and Bylaws and
pursuant to Delaware law; and (iv) rights under any applicable director and
officer liability insurance policy of the Company.

          8. Acknowledgment of Waiver of Claims under ADEA. Employee
acknowledges that he is waiving and releasing any rights he may have under the
Age Discrimination in Employment Act of 1967 ("ADEA") and that this waiver and
release is knowing and voluntary. Employee and the Company agree that this
waiver and release does not apply to any rights or claims that may arise under
ADEA after the Effective Date of this Agreement. Employee acknowledges that the
consideration given for this waiver and release Agreement is in addition to
anything of value to which Employee was already entitled. Employee further
acknowledges that he has been advised by this writing that (a) he should
consult with an attorney prior to executing this Agreement; (b) he has at least
twenty-one (21) days within which to consider this Agreement; (c) he has at
least seven (7) days following the execution of this Agreement by the parties
to revoke the Agreement; and (d) this Agreement shall not be effective until
the revocation period has expired.

         9. No Pending; or Future Lawsuits. Employee represents that he has no
lawsuits, claims, or actions pending in his name, or on behalf of any other
person or entity, against the Company or any other person or entity referred to
herein. Employee also represents that he does not intend to bring any claims on
his own behalf or on behalf of any other person or entity against the Company
or any other person or entity referred to herein relating to the Employee's
employment relationship with the Company and the termination of that
relationship.

         10. Application for Employment. Employee understands and agrees that,
as a condition of this Agreement, he shall not be entitled to any employment
with the Company, its subsidiaries, or any successor, and he hereby waives any
right, or alleged right, of employment or re-employment with the Company.
Employee further agrees that he will not apply for employment with the Company,
its subsidiaries or related companies, or any successor.

         11. Confidentiality. The Parties hereto each agree to use their
reasonable best efforts to maintain in confidence the existence of this
Agreement, the contents and terms of this Agreement, and the consideration for
this Agreement (hereinafter collectively referred to as "Settlement
Information"). Each Party hereto agrees to take commercially reasonable
precautions to prevent disclosure of any Settlement Information to third
parties. The Parties hereto agree to take commercially reasonable precautions
to disclose Settlement Information only to those employees, officers,
directors, attorneys, accountants, governmental entities, and family members
who have a reasonable need to know, of such Settlement Information.
Notwithstanding the foregoing, the Company shall be permitted to disclose
Settlement Information publicly if, and to the extent, in the reasonable
opinion of counsel to the Company, such disclosure is required in accordance
with applicable state or federal securities laws, including, without
limitation, Regulation FD promulgated by the Securities Exchange Commission.


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         12. Non-Disparagement. Each party agrees to refrain from any
defamation, libel or slander of the other, or tortious interference with the
contracts and relationships of the other. All inquiries by potential future
employers of Employee will be directed to the Company 's Vice President of
Human Resources. Upon inquiry, the Company shall only state the following:
Employee's last position and dates of employment.

         [13]. No Admission of Liability: The Parties understand and
acknowledge that this Agreement constitutes a compromise and settlement of
disputed claims. No action taken by the Parties hereto, or either of them,
either previously or in connection with this Agreement shall be deemed or
construed to be (a) an admission of the truth or falsity of any claims
heretofore made or (b) an acknowledgment or admission by either party of any
fault or liability whatsoever to the other party or to any third party.

         [14]. Costs. The Parties shall each bear their own costs, expert fees,
attorneys' fees and other fees incurred in connection with this Agreement;
provided, however, that the Company shall reimburse Employee for $10,000 of his
reasonable attorney's fees incurred in connection with this Agreement.

         [15]. Arbitration. The Parties agree that any and all disputes arising
out of the terms of this Agreement, their interpretation, and any of the
matters herein released, shall be subject to binding arbitration in Newark, New
Jersey before the American Arbitration Association under its New Jersey
Employment Dispute Resolution Rules, or by a judge to be mutually agreed upon.
The Parties agree that the prevailing party in any arbitration shall be
entitled to injunctive relief in any court of competent jurisdiction to enforce
the arbitration award. The Parties agree that the prevailing party in any
arbitration shall be awarded its reasonable attorney's fees and costs.

         [16]. Authority. The Company represents and warrants that the
undersigned has the authority to act on behalf of the Company and to bind the
Company and all who may claim through it to the terms and conditions of this
Agreement. Employee represents and warrants that he has the capacity to act on
his own behalf. Each Party warrants and represents that there are no


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liens or claims of lien or assignments in law or equity or otherwise of or
against any of the claims or causes of action released herein.

         [17]. No Representations. Each party represents that it has had the
opportunity to consult with an attorney, and has carefully read and understands
the scope and effect of the provisions of this Agreement. Neither party has
relied upon any representations or statements made by the other party hereto
which are not specifically set forth in this Agreement.

         [18]. Severability. In the event that any provision hereof becomes or
is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said
provision.

         [19]. Entire Agreement. This Agreement represents the entire agreement
and understanding between the Company and Employee concerning Employee's
separation from the Company, and supersedes and replaces the Employment
Agreement.

         [20]. No Oral Modification. This Agreement may only be amended in
writing signed by Employee and the Chief Executive Officer of the Company.

         [21]. Governing Law. This Agreement shall be governed by the laws of
the State of New Jersey.

         [22]. Effective Date. This Agreement is effective seven days after it
has been signed by both Parties.

         [23]. Counterparts. This Agreement may be executed in counter-parts,
and each counterpart shall have the same force and effect as an original and
shall constitute an effective, binding agreement on the part of each of the
undersigned.


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         [24]. Voluntary Execution of Agreement. This Agreement is executed
voluntarily and without any duress or undue influence on the part or behalf of
the Parties hereto, with the full intent of releasing all claims. The Parties
acknowledge that:

                  (a) They have read this Agreement;

                  (b) They have been represented in the preparation,
negotiation, and execution of this Agreement by legal counsel of their own
choice or that they have voluntarily declined to seek such counsel;

                  (c) They understand the terms and consequences of this
Agreement and of the releases it contains;

                  (d) They are fully aware of the legal and binding effect of
this Agreement.

         [25]. Non-Solicitation. For three years following the date hereof,
Employee shall not solicit, recruit or hire, or assist any other person or
entity to solicit, recruit or hire, any employee of the Company or any of its
affiliates or any person who was employed by the Company or any of its
affiliates during the 30-day period immediately preceding the date hereof.
Notwithstanding the other provisions of this Section 42* [25], Employee shall
have the right to solicit, recruit and hire Mary Dean from and after the
earlier to occur of (i) the completion of the move of the Company's New Jersey
operations; and (ii) December 31, 2001.


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         IN WITNESS WHEREOF, the Parties have executed this Agreement on the
respective dates set forth below.


                                             LANDACORP, INC.


Dated: May 3, 2001                           By: /s/ Eugene Santa Cattarina
                                                -------------------------------
                                                Eugene Santa Cattarina
                                                Chief Executive Officer


                                             MICHAEL S. MIELE, an individual

Dated: May 3, 2001                           /s/ Michael S. Miele
                                             ----------------------------------
                                             Michael S. Miele


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