Exhibit 10.3
ALLSCRIPTS HEALTHCARE SOLUTIONS,
INC.
1993 STOCK INCENTIVE
PLAN
(As Amended and Restated
Effective October 8, 2009)
1. History and Effective Date
. On September 14, 1993, the Board of Directors of
Allscripts-Misys 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, including
effective February 28, 2007. 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 21,593,489, 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.
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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.
(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.
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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. In
addition, in lieu of paying the purchase price upon the exercise of
a Nonqualified Option in cash or in Common Shares of the Company, a
grantee of a Nonqualified Option may pay the purchase price of the
shares subject to such Nonqualified Option by authorizing the
Company to withhold whole Common Shares of the Company that would
otherwise be delivered to the grantee, valued at their fair market
value on the date of exercise, in an amount not in excess of the
aggregate purchase price (or the portion thereof elected by the
grantee); provided, however, that such authority to authorize the
withholding of Common Shares shall only apply in connection with
the exercise of Nonqualified Options prior to the consummation of
the transactions contemplated by the Agreement and Plan of Merger
dated as of March 17, 2008 by and among Misys plc, Misys
Healthcare Systems, LLC, Allscripts Healthcare Solutions Inc. and
Patriot Merger Company, LLC (the “Merger Agreement”).
Any fraction of a Common Share that would be required for the
payment of such purchase price shall be disregarded and the
remaining amount due shall be paid in cash by the
grantee
(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
grantee’s rights under the ISO pass by will or applicable
law, or if no such person has such right, by the grantee’s
executors or administrators, at any time, or from time to time, for
up to one year after the date of the grantee’s death (as the
Committee may specify in the Option agreement), but not later than
the expiration date specified in the Option agreement.
(vi) If a grantee’s employment
with the Company terminates because of permanent disability, the
grantee may exercise his or her ISO, to the extent exercisable at
the date of such termination, at any time, or from time to time,
within one year of such termination, but not later than the
expiration date specified in the Option agreement. For purposes of
the Plan, the term “permanent disability” means the
permanent incapacity of a grantee to perform the usual duties of
his or her employment by reason of physical or mental impairment.
Permanent disability shall be deemed to exist when so determined by
the Committee based upon a wr
