Exhibit 10.4
ALLSCRIPTS-MISYS HEALTHCARE
SOLUTIONS, INC.
Form of Performance-Based
Restricted Stock Unit Award Agreement
THIS AGREEMENT
is made as of
, 200 (the “Grant
Date”), by and between Allscripts-Misys Healthcare Solutions,
Inc., a Delaware corporation (“Company”), and
«First_Name» «Last_Name»
(«Last_Name»)
WHEREAS , «Last_Name» is expected to perform
valuable services for the Company and the Company considers it
desirable and in its best interests that «Last_Name» be
given a proprietary interest in the Company and an incentive to
advance the interests of the Company by possessing
performance-based units that are settled in shares of the
Company’s Common Stock, $.01 par value per share (the
“Common Stock”), in accordance with the Company’s
Amended and Restated 1993 Stock Incentive Plan (the
“Plan”).
NOW THEREFORE
, in consideration of the foregoing
premises, it is agreed by and between the parties as
follows:
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1.
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Grant of
Restricted Stock Units .
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(a)
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Grant . Subject to the terms and conditions set forth
in this Agreement and the Plan, the Company hereby grants to
«Last_Name» an award of performance-based restricted
stock units (the “Restricted Stock Unit Award”), which
shall vest and become unrestricted in accordance with
Section 2 hereof.
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(b)
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Transferability . Performance-based restricted stock units
subject to the Performance-Based Restricted Stock Unit Award and
not then vested and unrestricted may not be sold, transferred,
pledged, assigned, alienated, hypothecated, encumbered or otherwise
disposed of (whether by operation of law or otherwise) or be
subject to execution, attachment or similar process, except in
accordance with the terms of the Plan. Upon any attempt to so sell,
transfer, assign, pledge, alienate, hypothecate or encumber, or
otherwise dispose of such performance-based restricted stock units,
in each case other than in accordance with the Plan, the
Performance-Based Restricted Stock Unit Award shall immediately
become null and void.
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(a)
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Performance-Based Vesting
. Subject to paragraphs (b) and
(c) of this Section 2, the Performance-Based Restricted
Stock Unit Award shall vest and become unrestricted in accordance
with Exhibit A hereto.
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(b)
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Accelerated Vesting
. If a Change of Control (as
hereinafter defined) occurs, and, prior to the Change of Control,
the Company or representatives of the third party effecting the
Change of Control (as applicable) do not offer
«Last_Name» a Comparable Job (as hereinafter defined)
following the Change of Control and, on or within ten
(10) days following the Change of Control,
«Last_Name» terminates «Last_Name»’s
employment, then, so long as «Last_Name» has remained
continuously employed from the date of this Agreement through the
date of a Change of Control, the portion of the Restricted Stock
Unit Award which has not become vested and unrestricted under
Section 2(a) at the date of such event shall immediately vest
and become unrestricted with respect to the target level of the
performance-based restricted stock units subject to this
Performance-Based Restricted Stock Unit Award simultaneously with
the consummation of the Change of Control. A “Change of
Control” shall mean and be determined to have occurred upon
any one of the following events: (i) the date of acquisition
by any person or group other than Misys plc (“Parent”)
or any affiliate of Parent or any subsidiary of the Company (or any
employee benefit plans (or related trust) of the Company or any of
its subsidiaries or Parent) acquires beneficial ownership of
securities possessing more than thirty percent (30%) of the
total combined voting power of the Company’s then outstanding
voting securities which generally entitle the holder thereof to
vote for the election of directors (“Voting Power”),
provided, however, that no Change of Control shall be deemed to
have occurred solely by reason of any such acquisition by a
corporation with respect to which, after such acquisition, more
than sixty percent (60%) of the then outstanding shares of
common stock of such corporation and the Voting Power of such
corporation are then beneficially owned, directly or indirectly, by
the persons who were the beneficial owners of the stock and Voting
Power of Company immediately before such acquisition, in
substantially the same proportions as their ownership immediately
before such acquisition; or (ii) the date the individuals who
constitute the Board as of the date of this Agreement (the
“Incumbent Board”) cease for any reason other than
their deaths to constitute at least a majority of the Board;
provided that any individual who becomes a director after the date
of this Agreement whose election or nomination for election by
Company’s stockholders was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall
be considered, for purposes of this definition, as though such
individual were a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of
office is in connection with an actual or threatened election
contest relating to the election of the directors of Company (as
such terms are used in Rule 14a-11 under the Securities Exchange
Act of 1934 (the “1934 Act”)); or (iii) Company
effects (A) a merger or consolidation of Company with one or
more corporations or entities, as a result of which the holders of
the outstanding Voting Stock of Company immediately prior to such
merger, reorganization or consolidation hold less than 50% of the
Voting Power of the surviving or resulting corporation or entity
immediately after such merger or consolidation; (B) a
liquidation or dissolution of Company; or (C) a sale or other
disposition of all or substantially all of the assets of Company
other than to an entity of which Company owns at least 50% of the
Voting Power; provided , however, that in no event shall the
acquisition by any person or group of the beneficial ownership of
any amount of stock or voting securities of Parent (including an
acquisition by a merger, reorganization or consolidation)
constitute a Change of Control. For purposes of the foregoing
definition, the terms “beneficially owned” and
“beneficial ownership” and “person” shall
have the meanings ascribed to them in SEC rules 13d-5(b) under the
1934 Act, and “group” means two or more persons acting
together in such a way to be deemed a person for purposes of
Section 13(d) of the 1934 Act. Further, notwithstanding
anything herein to the contrary, the definition of Change of
Control set forth herein shall not be broader than the definition
of “change in control event” as set forth under
Section 409A of the Code, and the guidance promulgated
thereunder, and if a transaction or event does not otherwise fall
within such definition of change of control event, it shall not be
deemed a Change of Control for purposes of this Agreement. For
purposes of this Agreement, a “Comparable Job” shall
mean employment following
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