Exhibit 10.2
QUALITY SYSTEMS,
INC.
OUTSIDE
DIRECTOR’S
RESTRICTED STOCK
AGREEMENT
GRANTED UNDER THE QUALITY
SYSTEMS, INC.
AMENDED AND RESTATED 2005 STOCK
OPTION AND INCENTIVE PLAN
THIS OUTSIDE DIRECTOR’S
RESTRICTED STOCK AGREEMENT (this “ Agreement ”),
dated and effective as of ___________, 20__ (the “ Grant
Date ”), by and between Quality Systems, Inc., a
California corporation (the “ Company ”), and
_________________ (“ Grantee ”), is entered into
as follows:
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WHEREAS, Grantee is an outside director of the
Company; and
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WHEREAS, the Company has established
the Quality Systems, Inc. Amended and Restated 2005 Stock Option
and Incentive Plan (the “ Plan ”), a copy of
which has previously been provided to Grantee; and
WHEREAS, the Compensation Committee
(the “ Committee ”) of the Board of Directors of
the Company has established a compensation program (the “
Program ”) for the outside directors of the Company
that includes the grant of restricted shares in the Company’s
common stock (“ Common Stock ”); and
WHEREAS, under the terms of the
Program, Grantee shall be granted shares of the Common Stock,
subject to the restrictions stated below.
NOW, THEREFORE, the parties hereby agree as
follows:
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1.
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Grant of Restricted Stock
. Subject to the terms and
conditions of this Agreement and the Plan, the Company hereby
grants to Grantee ________ shares of Common Stock (the “
Restricted Stock ”). As soon as practicable, the
Company shall cause a certificate representing the Restricted Stock
to be issued in Grantee’s name (the “
Certificate ”). The Restricted Stock shall be subject
to, and the Certificate shall bear appropriate legends with respect
to, the restrictions described herein.
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2.
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Vesting Schedule . The Restricted Stock shall vest in two equal
annual installments, each on the anniversary of the Grant Date (and
each referred to herein as a “ Vesting Date
”).
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3.
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Restrictions . No portion of the Restricted Stock or rights
granted hereunder may be sold, transferred, assigned, pledged or
otherwise encumbered or disposed of by Grantee during the period
beginning on the Vesting Date of that portion of Restricted Stock,
and ending the day prior to the one year anniversary of the Vesting
Date of that portion of Restricted Stock (the “
Restriction Period ”).
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4.
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Shareholder Rights . During the Restriction Period, Grantee shall
have all the rights of a shareholder with respect to the Restricted
Stock, except for the restrictions set forth in
Section 3 of this
Agreement. Accordingly, Grantee shall have the right to vote the
Restricted Stock and to
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receive any dividends or
distributions paid to or made with respect to the Restricted Stock;
provided, however , that additional shares of Common Stock
or other equity securities of the Company, if any, distributed to
the Grantee during the Restriction Period in respect of the
Restricted Stock, as dividends or otherwise, shall be subject to
the restrictions set forth in Section 3
of this Agreement until the end of
the Restriction Period.
(a) Grantee hereby acknowledges that
he or she has reviewed with his or her own tax advisors the tax
consequences of receiving the Restricted Stock. Grantee represents
to the Company that he or she is relying solely on such advisors
and not on any statements or representations of (i) the Company,
(ii) its officers, directors or employees, or (iii) its or their
respective agents or representatives.
(b) Grantee shall be liable for any
and all taxes, including withholding taxes, arising out of this
grant of Restricted Stock. The Company shall not be required to
deliver any Restricted Stock or to recognize any purported transfer
of shares of the Restricted Stock until all applicable withholding
obligations are satisfied. Grantee is ul
