Exhibit 10.2
ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS
INC.
INCENTIVE PLAN
I. Purposes
The purposes of the Allscripts-Misys
Healthcare Solutions Inc. Incentive Plan (the “Plan”)
are to retain and motivate the officers and other employees of
Allscripts-Misys Healthcare Solutions Inc. and its subsidiaries who
have been designated by the Committee to participate in the Plan
for a specified Performance Period by providing them with the
opportunity to earn incentive payments based upon the extent to
which specified performance goals have been achieved or exceeded
for the Performance Period. It is intended that all amounts payable
to Participants who are “covered employees” within the
meaning of Section 162(m) of the Code will constitute
“qualified performance-based compensation” within the
meaning of U.S. Treasury regulations promulgated thereunder, and
the Plan and the terms of any Awards hereunder shall be so
interpreted and construed to the maximum extent
possible.
II. Definitions
“ Annual Base Salary
” shall mean for
any Participant an amount equal to the rate of annual base salary
in effect or approved by the Committee or other authorized person
at the time or immediately before performance goals are established
for a Performance Period, including any base salary that otherwise
would be payable to the Participant during the Performance Period
but for his or her election to defer receipt thereof.
“ Applicable Period
” shall mean, with
respect to any Performance Period, a period commencing on or before
the first day of the Performance Period and ending not later than
the earlier of (a) the 90 th day after the commencement of the Performance
Period and (b) the date on which twenty-five percent
(25%) of the Performance Period has been completed. Any action
required to be taken within an Applicable Period may be taken at a
later date if permissible under Section 162(m) of the Code or
U.S. Treasury regulations promulgated thereunder.
“ Award
” shall mean an
award to which a Participant may be entitled under the Plan if the
performance goals for a Performance Period are satisfied. An Award
may be expressed in U.S. dollars or pursuant to a formula that is
consistent with the provisions of the Plan.
“ Board
” shall mean the
Board of Directors of the Company.
“ Code
” shall mean the
Internal Revenue Code of 1986, as amended.
“ Committee
” shall mean a
subcommittee of the Compensation Committee of the Board comprised
of the members of the Compensation Committee of the Board that are
“outside directors” within the meaning of
Section 162(m) of the Code, or such other committee designated
by the Board that satisfies any then applicable requirements of the
principal national stock exchange on which the common stock of the
Company is then traded to constitute a compensation committee, and
which consists of two or more members of the Board, each of whom is
an “outside director” within the meaning of
Section 162(m) of the Code.
“ Company
” shall mean
Allscripts-Misys Healthcare Solutions Inc., a Delaware corporation,
and any successor thereto.
“ Participant
” shall mean an
officer or other employee of the Company or any of its subsidiaries
who is designated by the Committee to participate in the Plan for a
Performance Period, in accordance with Article III.
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“ Performance Period
” shall mean any
period commencing on or after June 1, 2009 for which
performance goals are established pursuant to Article IV. A
Performance Period may be coincident with one or more fiscal years
of the Company or a portion of any fiscal year of the
Company.
“ Plan
” shall mean the
Allscripts-Misys Healthcare Solutions Inc. Incentive Plan as set
forth herein, as it may be amended from time to time.
III.
Administration
3.1. General .
The Plan shall be administered by
the Committee, which shall have the full power and authority to
interpret, construe and administer the Plan and Awards granted
hereunder (including in each case reconciling any inconsistencies,
correcting any defaults and addressing any omissions). The
Committee’s interpretation, construction and administration
of the Plan and all its determinations hereunder shall be final,
conclusive and binding on all persons for all purposes.
3.2. Powers and
Responsibilities . The Committee shall have the following
discretionary powers, rights and responsibilities in addition to
those described in Section 3.1 .
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(a)
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to designate
within the Applicable Period the Participants for a Performance
Period;
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(b)
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to establish
within the Applicable Period the performance goals and targets and
other terms and conditions that are to apply to each
Participant’s Award;
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(c)
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to determine in
writing prior to the payment with respect to any Award that the
performance goals for a Performance Period and other material terms
applicable to the Award have been satisfied;
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(d)
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subject to
Section 409A of the Code, to determine whether, and under what
circumstances and subject to what terms, an Award is to be paid on
a deferred basis, including whether such a deferred payment shall
be made solely at the Committee’s discretion or whether a
Participant may elect deferred payment; and
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(e)
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to adopt,
revise, suspend, waive or repeal, when and as appropriate, in its
sole and absolute discretion, such administrative rules, guidelines
and procedures for the Plan as it deems necessary or advisable to
implement the terms and conditions of the Plan.
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3.3. Delegation of Power
. The Committee may
delegate some or all of its power and authority hereunder to the
Chief Executive Officer or other executive officer of the Company
as the Committee deems appropriate; provided ,
however , that with respect to any person who is a
“covered employee” within the meaning of
Section 162(m) of the Code or who, in the Committee’s
judgment, is likely to be a covered employee at any time during the
applicable Performance Period or during any period in which an
Award may be paid following a Performance Period, only the
Committee shall be permitted to (a) designate such person to
participate in the Plan for such Performance Period,
(b) establish performance goals and Awards for such person,
and (c) certify the achievement of such performance
goals.
IV. Performance
Goals
4.1. Establishing Performance
Goals . The Committee
shall establish within the Applicable Period of each Performance
Period one or more objective performance goals (the outcome of
which, when established, shall be substantially uncertain) for each
Participant or for any group of Participants (or both). Performance
goals shall be based exclusively on one or more of the following
objective corporate-wide or subsidiary, division, operating unit or
individual measures: earnings per share; earnings before interest
and taxes (“EBIT”); earnings before interest, taxes,
depreciation and amortization (“EBITDA”); earnings as
determined other than in accordance with
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generally accepted accounting principles
(“GAAP”); stock price; financial return ratios,
consisting of return on equity, return on assets and return on
invested capital; the ratio of EBIT to capital; the ratio of EBITDA
to capital; net income; operat
