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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 Companys 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 Companys common stock at the close of trading on such
date. The nonqualified options shall be issued from one of the
Companys 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 Companys 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 Companys 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 Companys 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 years base
salary as then in effect.
8. Termination Without Cause; Notice
of Early Termination.
(a) If the Company should terminate Employees employment without cause as may be determined by the Board of Directors, then Employee shall be entitled to receive from the Company upon the date of such termination a lump sum payment equal to (i) one years base salary as then in effect, and (ii) a pro-rated cash bonus equal to that percentage of the fiscal year completed at the date of your termination multiplied by the cash bonus actually earned under the Companys fiscal year compensation plan as filed with the SEC payable to the CEO of the Company at the end of such f






