Exhibit 10.29
ALLSCRIPTS HEALTHCARE SOLUTIONS,
INC.
Restricted Stock Award
Agreement
(Directors)
THIS AGREEMENT
is made as of «Date» (the
“Grant Date”), by and between Allscripts Healthcare
Solutions, Inc., a Delaware corporation
(“Corporation”), and «First_Name»
«Last_Name»
(“«Last_Name»“).
WHEREAS , «Last_Name» is expected to perform
valuable services for the Corporation and the Corporation considers
it desirable and in its best interests that «Last_Name»
be given a proprietary interest in the Corporation and an incentive
to advance the interests of the Corporation by possessing 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 (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 .
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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 Corporation hereby grants to
«Last_Name» an award of
«Total_Individual_Grant» restricted shares of the
Corporation’s Common Stock (the “Restricted Stock
Award”), which shall vest and become unrestricted in
accordance with Section 2 hereof.
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(b)
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Legend . The certificate representing the shares of
Common Stock subject to this Agreement shall bear a legend, in
addition to any other legends as appropriate, substantially similar
to the following:
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“The sale or other transfer of
the shares of stock represented by this certificate, whether
voluntary, involuntary or by operation of law, is subject to
certain restrictions on transfer set forth in the Allscripts
Healthcare Solutions, Inc. 1993 Stock Incentive Plan, as restated
and amended, and rules and administration adopted pursuant to such
Plan, and a Restricted Stock Agreement dated «Date». A
copy of the Plan, such rules and such Restricted Stock Agreement
may be obtained from the Secretary of Allscripts Healthcare
Solutions, Inc.”
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(c)
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Transferability . Common Stock subject to the Restricted Stock
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. Upon any
attempt to sell, transfer, assign, pledge, alienate, hypothecate or
encumber, or otherwise dispose of such Common Stock, the Restricted
Stock Award shall immediately become null and void.
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(a)
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Time
Vesting . Subject to
paragraph (b) of this Section 2, the Restricted Stock
Award shall vest and become unrestricted in accordance with the
following schedule: «Vesting Schedule»
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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 Restricted Stock 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 100%
of the Common Stock subject to this Restricted Stock 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) any
person or entity becoming the owner, directly or indirectly, of
securities representing 35% or more of the combined voting power of
the then 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
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