Exhibit
10.1
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT
(“Agreement”), dated this August 11, 2008,
has been made and entered into by and between Quality Systems,
Inc., a California corporation (“ Employer ”)
and Steven Plochocki, an individual (“ Employee
”).
R E C I T A L
S
The Employer desires to employ
Employee and Employee desires to perform the duties and obligations
hereinafter described for the Employer upon the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of
the mutual covenants and conditions herein contained and their
performance, Employer and Employee agree as follows:
AGREEMENT
1. Duties
. For the employment term, as set forth in Section
2 , Employer hereby agrees to employ Employee and Employee
agrees to serve Employer in the capacity of President and Chief
Executive Officer.
2. Effective Date;
Term . The effective date of this Agreement
shall be August 16, 2008, immediately upon resignation of existing
CEO. This term of this Agreement shall renew annually
unless (i) either party hereto shall provide no less than 30 days
advance written notice to the other of its intent not to renew, or
(ii) it is earlier terminated as provided herein.
3. Base
Salary . The base salary shall be $475,000 per
fiscal year, prorated for fiscal year 2009 ($296,875 for remainder
of fiscal year 2009); paid monthly in accordance with the
Company’s standard payroll practices.
4. Signing Equity
Payment . Employee shall receive a signing
equity payment of 50,000 nonqualified options to be granted on
Monday, August 18, 2008, with an exercise price equal to the fair
market value of the Company’s common stock at the close of
trading on such date. The nonqualified options shall be
issued from one of the Company’s existing shareholder
approved option plans, have a term of 5 years and vest in 4 equal
annual installments and have such other terms and conditions as
those contained in the Company’s standard stock option grant
agreements as filed with the SEC.
5. Bonus
Opportunity . Employee shall be eligible for
cash bonus and equity bonus amounts in accordance with the
principles, terms and conditions of the Company’s
existing 2009 Bonus Compensation Plan as filed with the SEC,
provided, however, (i) the maximum cash bonus amount shall be
$475,000 prorated for fiscal year 2009 ($296,875 for remainder of
fiscal year 2009) and (ii) the maximum number of options which may
be earned is 50,000 prorated for
fiscal year 2009 (31,250 options for
remainder of fiscal year 2009) and (iii) the required number of
acquisitions shall be prorated ( 1 acquisition for the remainder of
fiscal year 2009).
6.
Vacation . Vacation shall be 3 weeks per year
prorated for fiscal year 2009 (9 business days for remainder of
fiscal year 2009).
7. Change of
Control Provisions. All options granted to
Employee in accordance with Section 4 above shall
immediately vest upon (i) a sale of substantially all of the equity
or assets of the Company or a merger where the beneficial owners of
the Company’s equity securities immediately prior to such
merger no longer constitute a majority of the beneficial ownership
immediately thereafter (a “Sale Transaction”); and (ii)
Employee agrees to be employed by the buyer in such Sale
Transaction for a period of no less than one year after the closing
thereof. If upon a Sales Transaction, Employee is not
offered a position with the buyer in such Sales Transaction,
Employee shall be paid a lump sum equal to one year’s base
salary as then in effect.
8. Termination
Without Cause; Notice of Early Termination .
(a)&nbs
