Exhibit 10.1
ALLSCRIPTS HEALTHCARE SOLUTIONS,
INC.
Nonqualified Incentive Stock
Option Agreement
THIS AGREEMENT
is made as of
, 200 (the “Grant Date”), by and
between Allscripts Healthcare Solutions, Inc., a Delaware
corporation (“Corporation”), and «First_Name»
«Last_Name» («Last_Name»)
WHEREAS , «Last_Name» has, and is expected to
continue to, perform valuable services for the Corporation, and the
Corporation considers it desirable and in its best interests that
«Last_Name» be given an inducement to acquire a further
proprietary interest in the Corporation, and an added incentive to
advance the interests of the Corporation by possessing an option to
purchase shares of the Corporation’s Common Stock, $.01 par
value per share (the “Common Stock”), in accordance
with the Corporation’s Amended and Restated 1993 Stock
Incentive Plan adopted by the Board of Directors of the Corporation
on April 23, 2004 (the “Plan”).
NOW THEREFORE
, in consideration of the foregoing
premises, it is agreed by and between the parties as
follows:
Grant of Option
. The Corporation hereby grants to
«Last_Name» an option to purchase «Amount» of
the Corporation’s Common Stock (the “Option”) at
the purchase price of $
per share (the “Purchase Price”), in the manner and
subject to the conditions hereinafter provided.
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1.
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Time of
Exercise of Option .
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(a)
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Time Vesting.
Subject to paragraph (b) of this Section 1, the Option shall vest
25% immediately and then at a rate of 25% on each anniversary of
the Grant Date, with 100% of the Option being vested on the third
anniversary of the Grant Date. Employee may exercise any vested
portion at any time prior to the Termination Date (as hereinafter
defined).
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(b)
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Accelerated
Vesting. If «Last_Name» continues to perform valuable
services for the Corporation from the date of this Agreement until
the occurrence of a Change of Control (as hereinafter defined), the
portion of the outstanding Option which has not become vested under
Section 2(a) at the date of such event shall immediately vest and
become exercisable with respect to 100% of the Common Stock subject
to this Option 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) any person or entity becoming the owner, directly or
indirectly, of securities representing 35% or more of the combined
voting power of the then
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outstanding voting securities of
the Corporation entitled to vote generally in the election of
directors other than a person or entity which as of the date hereof
owned, directly or indirectly, such amount or more; provided,
however, that no Change of Control shall be deemed to have occurred
if immediately subsequent to an acquisition of securities, at least
a majority of the combined voting power of the then outstanding
voting securities of the Corporation entitled to vote generally in
the election of the directors are owned, directly or indirectly, by
the persons who, immediately prior to such acquisition, were the
owners, directly or indirectly, or at least a majority of the
combined voting power of the then outstanding voting securities of
the Corporation entitled to vote generally in the election of
directors, in substantially the same proportion; or (ii)(A) the
Corporation shall be a party to a merger or consolidation in which
persons who were the owners, directly or indirectly, or at least a
majority of the combined voting power of the outstanding voting
securities of the Corporation entitled to vote generally in the
election of the directors immediately prior thereto do not own,
directly or indirectly, at least a majority of the combined voting
power of the outst
