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EMPLOYMENT AGREEMENT

Employee Retention Agreement

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QUALITY SYSTEMS INC

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Title: EMPLOYMENT AGREEMENT
Governing Law: California     Date: 8/12/2008
Industry: SOFTWR     Sector: TECHNO

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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 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)              If the Company should terminate Employee’s 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 year’s 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 Company’s fiscal year compensation plan as filed with the SEC payable to the CEO of the Company at the end of such f

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