Exhibit 10.1
AMENDMENT #2
TO
EMPLOYMENT
AGREEMENT
THIS AMENDMENT #2 TO EMPLOYMENT
AGREEMENT (this “Amendment”) is made and entered into
as of the 8th day of May, 2009 (the “Effective Date”),
by and between Integral Systems, Inc., a Maryland corporation (the
“Company”), and William M. Bambarger (the
“Executive”).
A. The Company and Executive
previously entered into that certain Employment Agreement effective
as of October 1, 2007 and amended effective April 30,
2008 (collectively, the “Agreement”). Capitalized terms
in this Amendment #2 and not otherwise defined herein shall have
the meanings given them in the Agreement.
B. The Company and Executive wish to
amend and modify certain provisions in the Agreement as provided
herein and effective as of the Effective Date hereof, while leaving
unchanged all other provisions of the Agreement.
Agreement
A new Section 4.7 is added to
the Agreement to read as follows, the remainder of the Agreement is
renumbered accordingly, and all cross-references are renumbered
accordingly:
Any unvested portion of any stock
options to acquire the Company’s common stock
(“Options”) or any equity award made to the Executive
shall immediately vest and become exercisable in full: (i) if
a change in control (as defined in the Company’s standard
form of award agreement for stock options under the Company’s
2008 Stock Incentive Plan) occurs while Executive is an employee
of
