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I.
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Purpose – The purpose of the Executive Incentive
Plan (the “Plan”) of athenahealth, Inc. (the
“Company”) is to:
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a.
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attract, retain, and motivate the highest quality
executives;
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b.
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provide participants with significant incentive
through focus of our resources on our business strategy by
maximizing revenue, managing expenses, and enabling the Company to
produce long-term growth, thereby increasing the Company’s
value to the Company’s shareholders; and
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c.
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foster a cooperative teaching and learning
environment that focuses on delivering shareholder value, providing
the highest level of service to our clients, and respecting each
other.
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II.
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Overview – The Plan has two parts, one for the Chief
Executive Officer (the “CEO Plan”) and another plan for
the heads of the corporate or divisional areas (the “SLT
Plan”). These plans are designed to reward the
Company’s eligible executives (together the
“Participants”) specifically for the performance of the
Company’s business strategy.
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III.
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Plan Period – The Plan will be effective from January 1
st , until December 31st, (the “Plan
Period”).
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IV.
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Plan Eligibility – In order to be considered eligible for an
award under the Plan, a Participant must:
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a.
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be an actively employed regular full-time or
regular part-time employee in good standing of the Company or one
of its subsidiaries during the Plan Period;
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b.
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for the CEO Plan, be the Company’s named
Chief Executive Officer;
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c.
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for SLT Plan, be a Senior Vice President or
Executive Vice President in charge of a division of the Company or
with Company-wide responsibilities;
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d.
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not be a participant in another stand-alone
incentive plan of the Company or any of its
subsidiaries;
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e.
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not be on written or oral performance warning;
and
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f.
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be an actively employed regular full-time or
regular part-time employee in good standing of the Company or one
of its subsidiaries as of the date of the award payout (the
“Award Date”).
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V.
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Incentive Awards –
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a.
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CEO Plan
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i.
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Incentive compensation awards under the CEO Plan
shall be determined by the Board of Directors, or its designated
committee, annually.
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b.
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SLT Plan
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