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| MDRX > SEC Filings for MDRX > Form 8-K on 28-Dec-2012 | All Recent SEC Filings |
28-Dec-2012
Change in Directors or Principal Officers, Financial Statem
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.
(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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