Exhibit 10.10
AMENDMENT TO EMPLOYMENT
AGREEMENT
THIS AMENDMENT TO EMPLOYMENT
AGREEMENT (this “ Amendment ”) between
Allscripts LLC, a Delaware limited liability company (“
Company ”), and Lee Shapiro (“Executive”)
is made and entered into as of December 31, 2004.
W I T N E S S E T
H:
WHEREAS, Allscripts, Inc. and
Executive entered into an Employment Agreement, dated as of July 8,
2002 (as the same may be further amended, supplemented or otherwise
modified from time to time, the “ Employment Agreement
”); and
WHEREAS, in connection with a
corporate reorganization of Allscripts, Inc. consummated in 2000,
(1) Allscripts, Inc. became a wholly owned subsidiary and operating
company of Allscripts Healthcare Solutions, Inc., a Delaware
corporation (“ Parent ”), (2) Parent became a
publicly held company, and (3) Executive was made an officer of
Parent; and
WHEREAS, Allscripts, Inc., has been
converted to a limited liability company under the laws of the
State of Delaware; and
WHEREAS, the Compensation Committee
of the Board of Directors of Parent (the “Board”),
after comprehensive review of employment arrangements with
executive officers, has determined that it is advisable and in the
best interests of Parent, Company and Parent’s stockholders
to modify such arrangements in light of the above reorganization,
and to more appropriately reflect the current business and legal
environment and risk profile of Parent and its subsidiaries;
and
WHEREAS, Company and Executive
desire to amend the Employment Agreement upon the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of
the foregoing premises, and the mutual promises and agreements
herein contained, the parties hereto agree as follows:
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1.
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Amendment
Date . This Amendment
shall be deemed effective as of January 1, 2005 (the “
Amendment Date ”). Except as specifically set forth in
this Amendment, all capitalized terms used in this Amendment shall
have the same meaning as set forth in the Employment
Agreement.
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2.
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Changes to Reflect
Reorganization .
Executive hereby acknowledges and agrees that Executive serves as
an executive officer of Parent and Company. Parent shall be bound
by all applicable terms and conditions of the Employment Agreement,
as modified by this Amendment. Executive agrees that any and all
provisions in the Employment Agreement intended to benefit Company
(including duties or obligations owed to Company) shall be deemed
to include Parent, and that Company shall be entitled to enforce
such duties and/or obligations on Parent’s behalf. Without
limiting the foregoing, the non-competition and confidentiality
provisions set forth in Section 5 of the Employment Agreement are
hereby amended to extend the protections provided therein to Parent
and Parent’s subsidiaries and affiliates, and applicable
references therein to “Company” in
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Section 5 shall be deemed to
include Parent and any of its subsidiaries. Each reference in the
Employment Agreement to “Allscripts, Inc.” shall be
deemed changed to “Allscripts LLC”.
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3.
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Base
Salary . The annual base
salary as stated in Section 3.1 of the Employment Agreement shall
be changed to Three Hundred Fifteen Thousand Dollars ($315,000),
effective as of the Amendment Date.
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4.
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Performance
Bonus . Section 3.2 of
the Employment Agreement is hereby deleted and the following
inserted in lieu thereof:
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Executive shall be eligible to
receive a cash bonus in accordance with this Section 3.2. Payment
of the Performance Bonus, if any, will be subject to the sole
discretion of the CEO, Board or a committee of the Board, and the
amount of any such Performance Bonus will be determined by, and
based upon criteria selected by, the CEO, Boa
