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MDRX > SEC Filings for MDRX > Form 8-K on 28-Dec-2012All Recent SEC Filings

Show all filings for ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.


28-Dec-2012

Change in Directors or Principal Officers, Financial Statem


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced on December 19, 2012, Diane Adams, Executive Vice President of Culture and Talent, will be leaving the Company. On December 28, 2012, the Company and Ms. Adams entered into a separation agreement. Pursuant to the terms of the separation agreement, Ms. Adams' employment will terminate on January 19, 2013 and will be treated as a termination without cause for purposes of calculating severance and benefits. A termination without cause under her existing employment agreement provides for (i) a cash payment of one times annual salary plus target bonus, (ii) one year of continued health benefits and
(iii) partial accelerated vesting of equity awards (i.e., vesting of any awards that would vest during the next year plus a pro rata amount of one additional unvested tranche, subject to satisfaction of any applicable performance conditions). In addition, Ms. Adams will remain eligible for a performance-based retention bonus, depending on the outcome of performance conditions measured as of December 31, 2012. The separation agreement also provides that if a change in control were to occur within 12 months of the date of the agreement, Ms. Adams would be entitled to (i) two times annual salary plus target bonus (rather than one times) and (ii) accelerated vesting of all unvested equity awards. Ms. Adams has agreed to noncompetition and nonsolicitation covenants for a period of 12 months from her termination date. The separation agreement contains a release of claims and a cooperation covenant from Ms. Adams and a mutual nondisparagement clause. The foregoing summary of the separation agreement does not purport to be a complete description and is qualified in its entirety by reference to the terms and conditions of the actual agreement, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.       Description

10.1              Separation Agreement, dated as of December 28, 2012, between
                  Allscripts Healthcare Solutions, Inc. and Diane Adams


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