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Exhibit 10.2
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
1993 STOCK INCENTIVE PLAN
(As Amended and Restated Effective February 28,
2007)
1. History and Effective Date . On September 14,
1993, the Board of Directors of Allscripts Healthcare Solutions,
Inc., successor-by-merger to Allscripts, Inc. (the "Company"),
approved the adoption of the Company’s 1993 Stock Incentive
Plan (the "Plan"), which was amended and restated on June 7,
1999 and has been subsequently amended thereafter. The Company had
previously adopted the Incentive Stock Option Plan (the "Initial
Option Plan"), a 1990 Stock Option Plan (the "1990 Plan"), a
Consultant Option Plan (the "Consultant Plan") and an Amended and
Restated 1993 Eligible Director Stock Option Plan (the "Director
Plan") (the Initial Option Plan, 1990 Plan, Consultant Plan and
Director Plan being collectively referred to herein as the
"Predecessor Plans"). Following the adoption of the Plan, shares
attributable to awards that were forfeited or cancelled under the
Predecessor Plans were added back to the shares available for
awards under this Plan.
Effective June 28, 1999 the Company effected a reverse
split of its common shares, $0.01 par value per share (the "Common
Shares"), pursuant to which each Common Share was converted into
one-sixth of a Common Share (the "Reverse Split"), and all
references in this Plan to numbers of Common Shares shall reflect
the Reverse Split.
2. Purpose; Types of Awards . The purpose of the Plan is
to provide a means whereby the Company may, through the grant of
equity-based incentives to key individuals who perform services for
or on behalf of the Company (such as employees, officers, Eligible
Directors, consultants and agents of the Company), attract and
retain persons of ability as key individuals and motivate such
persons to exert their best efforts on behalf of the Company.
"Eligible Directors" means members of the Board of Directors of the
Company who are not employees or officers of the Company or of any
other entity and who do not own beneficially, or are not affiliated
with an entity that owns beneficially 10% or more of the
Company’s outstanding voting securities on the date when
Stock Incentives are to be granted to such persons under the Plan.
The Plan authorizes the grant to such key individuals of the
Company of equity-based incentives in the form of
(a) incentive stock options ("ISOs") to purchase Common Shares
that are intended to qualify under Section 422 of the Internal
Revenue Code of 1986, as amended from time to time (the "Code"),
(b) nonqualified stock options to purchase Common Shares that
are not intended to qualify under Code Section 422
("Nonqualified Options"), (c) stock appreciation rights
("SARs"), (d) Common Shares, the vesting of which is subject
to restrictions and conditions ("Restricted Stock"), and
(e) the right to receive Common Shares in the future, provided
that certain restrictions and conditions are satisfied ("Restricted
Stock Units"). ISOs and Nonqualified Options are referred to
collectively under the Plan as "Options." Options, SARs, Restricted
Stock and Restricted Stock Units are referred to collectively as
"Stock Incentives" under the Plan.
3. Number of Shares Available Under Plan . Stock
Incentives may be granted by the Company from time to time to key
individuals who perform services for or on behalf of the Company
(such recipients being hereafter referred to as "grantees"). The
maximum number of Common Shares that may be issued pursuant to all
grants under this Plan shall not exceed 11,593,489, plus shares
attributable to awards that were forfeited or cancelled under the
Predecessor Plans. The Common Shares issued upon exercise of Stock
Incentives granted under this Plan may be authorized and unissued
shares or shares held by the Company in its treasury, or both. Any
shares subject to a Stock Incentive that lapses, expires,
terminates, is forfeited or is cancelled under the Plan or any
Predecessor Plan without the issuance of Common Shares (including,
if applicable, Common Shares that are not issued because they were
used to satisfy tax withholding or payment of the exercise price of
a Stock Incentive), shall again become available for issuance of
Stock Incentives under the Plan. In no event shall the number of
Common Shares underlying Stock Incentives granted hereunder to any
individual in any twelve-month period exceed 3,000,000 Common
Shares.
B-1
4. Administration . This Plan shall be
administered by the Compensation Committee (the "Committee") as
appointed by the Board of Directors of the Company (the "Board").
To the extent that the Board deems it necessary or desirable, each
member of the Committee shall qualify as a "non-employee director"
within the meaning of Rule 16b-3 under the Securities Exchange Act
of 1934, and as an "outside director" within the meaning of
Section 162(m) of the Code.
The Committee may interpret the Plan, prescribe, amend, and
rescind any rules and regulations necessary or appropriate for the
administration of the Plan, and make such other determinations and
take such other action as it deems necessary or advisable, except,
as otherwise expressly reserved in the Plan to the Board.
The Committee may employ such legal counsel, consultants and
agents as it may deem desirable for the administration of the Plan
and may rely upon any opinion received from any such counsel or
consultant and any computation received from any such consultant or
agent.
No member or former member of the Committee shall be liable for
any action or determination made in good faith with respect to the
Plan or any Stock Incentive awarded under it. To the maximum extent
permitted by applicable law, each member or former member of the
Committee shall be indemnified and held harmless by the Company
against any cost or expense (including counsel fees) or liability
(including any sum paid in settlement of a claim with the approval
of the Company) arising out of any act or omission to act in
connection with the Plan unless arising out of such member’s
or former member’s own fraud or bad faith. Such
indemnification shall be in addition to any rights of
indemnification the members or former members may have as directors
or under the By-Laws of the Company.
5. Eligibility and Awards . The Committee shall, subject
to the limitations of the Plan, have full power and discretion to
establish selection guidelines; to select eligible persons for
participation; and to determine the form of grant, either in the
form of Options, SARs, Restricted Stock or Restricted Stock Units,
or combinations thereof, the number of Common Shares subject to the
grant, the fair market value of the Common Shares, when necessary,
the restriction and forfeiture provisions relating to Common
Shares, the time and conditions of vesting or exercise, the
conditions, if any, under which time of vesting or exercise may be
accelerated, the conditions, form, time, manner and terms of
payment of any award, and all other terms and conditions of the
grant; provided , however , that ISOs shall not be
granted to any individual who is not an employee of the Company.
Each Stock Incentive award under the Plan shall be evidenced by a
written agreement setting forth the terms and conditions applicable
to such award, as determined by the Committee in its sole
discretion.
6. Terms and Conditions of Options . Each Option granted
under the Plan shall be subject to the following terms and
conditions, and to such other terms and conditions as the Committee
may deem appropriate, which shall be specified in the Option
agreement:
(a) Term . Each Option agreement shall specify the period
for which the Option is exercisable and shall provide that the
Option shall expire at the end of such period.
(b) Exercise Price . The per share exercise price of each
Option shall be determined by the Committee at the time the Option
is granted and shall not be less than the fair market value of a
share on the grant date.
(c) Exercise of Options . No part of any Option may be
exercised until the grantee has satisfied the conditions (
e.g. , such as remaining in the employ of the Company for a
certain period of time), if any, specified by the Committee. An
Option may be exercised, to the extent exercisable by its terms, at
such time or times as may be determined by the Committee. The
Committee, in its sole discretion, shall establish the terms and
conditions, regarding the period of time, if any, that an Option
may be exercised following a grantee’s termination of service
with the Company. If an Option is granted in tandem with an SAR,
exercise of the Option shall result in termination of the related
SAR with respect to the shares exercised, and vice versa.
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(d) Payment of Purchase Price Upon Exercise of
an Option . Upon the exercise of an Option, the purchase price
shall be paid in cash or, if the Committee so provides, in Common
Shares of the Company valued at their fair market value on the date
of exercise, or in any combination of cash or Common Shares. For
purposes of the Plan, "fair market value" means, as of any date, if
the Common Shares are actively traded or quoted on an established
market (such as a national securities exchange or the National
Association of Securities Dealers Automated Quotation System
("Nasdaq")), the closing price of the Common Shares on such date
or, if the shares are not actively traded or quoted in an
established market, the value that the Committee determines is the
fair market value in good faith and in its sole
discretion.
(e) Special Rules Applicable to ISOs . In addition to the
foregoing, ISOs shall be subject to the following special
rules:
(i) An ISO must be granted within ten years of the date this
amendment and restatement of this Plan was adopted by the
Board.
(ii) The term of the ISO may not be more than ten years from the
date the ISO is granted (five years, in the case of a person who
owns, directly or indirectly, within the meaning of
Section 424(d) of the Code, stock representing more than 10%
of the voting power of all classes of stock of the Company on the
date the ISO is granted).
(iii) The per share exercise price of an ISO shall not be less
than the fair market value (or if granted to a person who owns,
directly or indirectly, within the meaning of Section 424(d)
of the Code, stock representing more than 10% of the voting power
of all classes of stock of the Company, 110% of fair market value)
(but in no event less than the par value) of the Common Shares of
the Company on the date the ISO is granted.
(iv) No ISO may be granted under the Plan to any employee if in
the calendar year in which the ISO is first exercisable the
aggregate fair market value (determined as of the date of grant) of
Common Shares of the Company for which such employee has been
granted ISOs that first become exercisable in such calendar year
exceeds $100,000.
(v) If the grantee dies, his or her ISO may be exercised, to the
extent that the grantee could have done so at the date of death, by
the person or persons to whom the g
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