EXHIBIT 10.1
SEPARATION AGREEMENT AND GENERAL
RELEASE
This Separation Agreement and
General Release (this “Agreement”) is entered into as
of September 18, 2008 between Allscripts LLC, a Delaware
limited liability company (the “Company”), and Benjamin
E. Bulkley (the “Executive”).
WHEREAS, the Executive currently
serves as the Chief Operating Officer of the Company pursuant to an
Employment Agreement between the Company and the Executive dated as
of April 24, 2007, as amended as of August 7, 2008 (the
“Amended Employment Agreement”); and
WHEREAS, the Company and the
Executive desire to set forth herein their mutual agreement with
respect to all matters relating to the Executive’s
resignation and cessation of employment with the Company and its
affiliates and the Executive’s release of claims upon the
terms set forth herein.
NOW, THEREFORE, in consideration of
the mutual promises and agreements contained herein, the adequacy
and sufficiency of which are hereby acknowledged, the Company and
the Executive hereby agree as follows:
1. Resignation; Termination of
Employment . The Executive hereby resigns as the Chief
Operating Officer of the Company and from all other positions (if
any) with the Company and its affiliates as of September 19,
2008 (the “Employment Termination Date”).
2. Payment of Accrued Amounts
. The Company shall pay to the Executive within 10 days following
the Employment Termination Date all amounts due to the Executive
for salary accrued for services rendered through the Employment
Termination Date and an amount equal to all of the Executives
accrued and unused vacation as of the Employment Termination
Date.
3. Payment of 2007 Minimum
Performance Bonus . The Company shall pay to the Executive
within 10 days following the Employment Termination Date and amount
equal to $50,000.00 in full and final satisfaction of the
Company’s obligations under Section 3.2 of the Amended
Employment Agreement.
4. Separation Payments and
Benefits . In consideration for the general release contained
in Section 6 hereof (the “Release”), provided that
the Executive has not revoked the Release and provided that the
Executive complies with the covenants contained in Sections 5.1,
5.2 and 5.3 of the Amended Employment Agreement (a) the
Company shall pay to the Executive the cash payments described in
Sections 4.5.1(i), (ii) and (iv) of the Amended
Employment Agreement, (b) the Company shall provide the
Executive with the benefits described in Sections 4.5.1(iii) and
(vi) of the Amended Employment Agreement, (c) the Company
hereby exercises its right to make the cash payment described in
Section 4.5.1(v) of the Amended Employment Agreement in lieu
of the vesting of unvested restricted stock units of Allscripts
Healthcare Solutions, Inc. (the “Parent”) held by the
Executive and the Company shall make such cash payment in
accordance with such section, and (d) the unvested restricted
stock units of the Parent held by the Executive and with respect to
which no cash payment is to be
made to the Executive in accordance with
Section 4.5.1(v) of the Amended Employment Agreement shall
vest in full in accordance with such section.
5. Section 409A .
Section 10.13 of the Amended Employment Agreement is
incorporated by reference into this Agreement and made a part
hereof.
6. Federal and State
Withholding . The Company shall deduct from the amounts payable
to the Executive pursuant to Sections 2, 3 and 4 hereof the amount
of all required federal and state withholding taxes in accordance
with the Executive’s Form W-4 on file with the Company and
all applicable social security taxes.
7. Release by the Executive .
The Executive, on behalf of the Executive and anyone claiming
through the Executive, hereby agrees not to sue the Company or any
of its divisions, subsidiaries, affiliates (including, without
limitation, the Parent) or other related entities of the above
specified entities (whether or not such entities are wholly owned)
or any of the past, present or future directors, officers,
administrators, trustees, fiduciaries, employees, agents or
attorneys of the Company or any of such other entities, or the
predecessors, successors or assigns of any of them (hereinafter
referred to as the “Released Parties”), and agrees to
release and discharge, fully, finally and forever, the Released
Parties from any and all claims, causes of action, lawsuits,
liabilities, debts, accounts, covenants, contracts, controversies,
agreements, promises, sums of money, damages, judgments and demands
of any nature whatsoever, in law or in equity, both known and
unknown, asserted or not asserted, foreseen or unforeseen, which
the Executive ever had or may presently have against any of the
Released Parties arising from the beginning of time up to and
including the effective date of this Agreement, including, without
limitation, all matters in any way related to the Executive’s
employment by the Company, the terms and conditions thereof, any
failure to promote the Executi
