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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/03/14 Allscripts Healthcare Soluti… Inc 10-K 12/31/13 132:13M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.51M
2: EX-10.29 Material Contract HTML 81K
3: EX-10.31 Material Contract HTML 39K
4: EX-10.39 Material Contract HTML 110K
5: EX-10.40 Material Contract HTML 109K
6: EX-10.43 Material Contract HTML 84K
8: EX-21.1 Subsidiaries List HTML 38K
9: EX-23.1 Consent of Experts or Counsel HTML 40K
7: EX-12.1 Statement re: Computation of Ratios HTML 53K
10: EX-31.1 Certification -- §302 - SOA'02 HTML 41K
11: EX-31.2 Certification -- §302 - SOA'02 HTML 41K
12: EX-32.1 Certification -- §906 - SOA'02 HTML 36K
89: R1 Document and Entity Information HTML 66K
67: R2 Consolidated Balance Sheets HTML 146K
84: R3 Consolidated Balance Sheets (Parenthetical) HTML 62K
93: R4 Consolidated Statements of Operations HTML 101K
120: R5 Consolidated Statements of Comprehensive Income HTML 69K
(Loss)
71: R6 Consolidated Statements of Stockholders' Equity HTML 97K
83: R7 Consolidated Statements of Cash Flows HTML 151K
61: R8 Consolidated Statements of Cash Flows HTML 36K
(Parenthetical)
50: R9 Basis of Presentation and Significant Accounting HTML 177K
Policies
122: R10 Business Combinations HTML 75K
95: R11 Fixed Assets HTML 52K
94: R12 Goodwill and Intangible Assets HTML 94K
102: R13 Asset Impairment Charges HTML 42K
103: R14 Accrued Expenses HTML 42K
99: R15 Debt HTML 106K
104: R16 Income Taxes HTML 148K
85: R17 Stock Award Plans HTML 130K
90: R18 Stockholders' Equity HTML 50K
97: R19 Accumulated Other Comprehensive Income HTML 47K
131: R20 Derivative Financial Instruments HTML 64K
113: R21 Commitments HTML 54K
77: R22 Business Segments HTML 73K
96: R23 Supplemental Disclosure of Cash Flow Information HTML 43K
80: R24 Geographic Information HTML 52K
40: R25 Contingencies HTML 50K
114: R26 Commitment with Strategic Partner HTML 44K
127: R27 North American Site Consolidation Plan HTML 40K
55: R28 Schedule II-Valuation and Qualifying Accounts HTML 47K
54: R29 Basis of Presentation and Significant Accounting HTML 236K
Policies (Policies)
59: R30 Basis of Presentation and Significant Accounting HTML 125K
Policies (Tables)
60: R31 Business Combinations (Tables) HTML 69K
62: R32 Fixed Assets (Tables) HTML 53K
28: R33 Goodwill and Intangible Assets (Tables) HTML 92K
111: R34 Asset Impairment Charges (Tables) HTML 40K
75: R35 Accrued Expenses (Tables) HTML 41K
78: R36 Debt (Tables) HTML 90K
45: R37 Income Taxes (Tables) HTML 149K
130: R38 Stock Award Plans (Tables) HTML 117K
19: R39 Accumulated Other Comprehensive Income (Tables) HTML 47K
64: R40 Derivative Financial Instruments (Tables) HTML 47K
118: R41 Commitments (Tables) HTML 55K
42: R42 Business Segments (Tables) HTML 63K
53: R43 Supplemental Disclosure of Cash Flow Information HTML 41K
(Tables)
58: R44 Geographic Information (Tables) HTML 57K
69: R45 Commitment with Strategic Partner (Tables) HTML 40K
27: R46 Basis of Presentation and Significant Accounting HTML 85K
Policies - Additional Information (Detail)
49: R47 Reimbursements for Out-of-Pocket Expenses Incurred HTML 38K
as Professional Services Revenue (Detail)
21: R48 Revenue Earned on Contracts in Excess of Billings HTML 42K
Included in Accounts Receivable and Other Assets
(Detail)
116: R49 Summary of Financial Assets and Liabilities HTML 69K
Measured at Fair Value on Recurring Basis (Detail)
41: R50 Unamortized Balances of Capitalized Software HTML 43K
(Detail)
112: R51 Capitalized Software Development Costs, Write Offs HTML 44K
and Amortization of Capitalized Software
Development Costs Included in System Sales Cost of
Revenue (Detail)
46: R52 Calculations of (Loss) Earnings Per Share (Detail) HTML 65K
65: R53 Anti-Dilutive Stock Options, Restricted Stock Unit HTML 39K
Awards and Warrants Excluded from Computation of
Diluted (Loss) Earnings Per Share (Detail)
20: R54 Company Contributions to Employee Benefit Plan HTML 37K
(Detail)
24: R55 Business Combinations - Additional Information HTML 121K
(Detail)
57: R56 Fair Value of Consideration Transferred for HTML 51K
Acquisition (Detail)
32: R57 Fair Value of Consideration Transferred for HTML 46K
Acquisition (Parenthetical) (Detail)
123: R58 Assets Acquired and Liabilities Assumed (Detail) HTML 65K
73: R59 Acquired Intangible Assets Amortization (Detail) HTML 45K
100: R60 Proforma Results (Detail) HTML 48K
48: R61 Fixed Assets (Detail) HTML 60K
51: R62 Depreciation and Amortization Expense (Detail) HTML 38K
109: R63 Goodwill and Intangible Assets (Detail) HTML 53K
105: R64 Goodwill and Intangible Assets - Additional HTML 44K
Information (Detail)
76: R65 Changes in Carrying Amount of Goodwill (Detail) HTML 54K
107: R66 Amortization Expense Related to Intangible Assets HTML 45K
(Detail)
47: R67 Estimated Future Amortization Expense for HTML 52K
Intangible Assets (Detail)
81: R68 Asset Impairment Charges - Additional Information HTML 40K
(Detail)
126: R69 Asset Impairment Charges (Detail) HTML 38K
23: R70 Accrued Expenses (Detail) HTML 46K
39: R71 Accrued Expenses - Additional Information (Detail) HTML 36K
66: R72 Debt Outstanding Excluding Capital Lease HTML 50K
Obligations (Detail)
30: R73 Interest Expense (Detail) HTML 49K
129: R74 Debt - Additional Information (Detail) HTML 189K
43: R75 Interest Expense on Convertible Senior Notes HTML 49K
(Detail)
34: R76 Summary of Future Payments under Notes and Senior HTML 62K
Secured Credit Facilities (Detail)
38: R77 Summary of Future Payments under Notes and Senior HTML 37K
Secured Credit Facilities (Parenthetical) (Detail)
25: R78 Geographic Breakdown of (Loss) Income Before HTML 43K
Benefit (Provision) for Income Taxes (Detail)
29: R79 Components of Benefit (Provision) for Income Taxes HTML 70K
(Detail)
91: R80 Income Taxes - Additional Information (Detail) HTML 108K
36: R81 Taxes Computed at Statutory Federal Income Tax HTML 92K
Rate Reconciled to Provision for Income Taxes
(Detail)
124: R82 Components of Deferred Tax Assets and Liabilities HTML 85K
(Detail)
63: R83 Deferred Tax Assets (Liabilities) Classified in HTML 52K
Consolidated Balance Sheets (Detail)
98: R84 Reconciliation of Unrecognized Tax Benefits HTML 53K
(Detail)
106: R85 Recognized Interest and Penalties Related to HTML 37K
Uncertain Tax Positions (Detail)
35: R86 Amount of Interest and Penalties Included in HTML 37K
Consolidated Balance Sheets (Detail)
37: R87 Stock Award Plans - Additional Information HTML 89K
(Detail)
121: R88 Stock-Based Compensation Expense (Detail) HTML 39K
31: R89 Activity for Restricted Stock Units (Detail) HTML 61K
92: R90 Activity for Restricted Stock Awards (Detail) HTML 56K
88: R91 Stock Options Outstanding (Detail) HTML 67K
110: R92 Weighted Average Grant Date Fair Value Information HTML 51K
and Related Valuation Assumptions (Detail)
87: R93 Stock Option Activity (Detail) HTML 41K
72: R94 Stock Option Awards (Detail) HTML 54K
115: R95 Stockholders' Equity - Additional Information HTML 84K
(Detail)
70: R96 Components of Accumulated Other Comprehensive HTML 60K
Income (Detail)
44: R97 Derivative Financial Instruments - Additional HTML 78K
Information (Detail)
79: R98 Activity Related to Interest Rate Swap Agreement HTML 51K
(Detail)
74: R99 Rent Expense (Detail) HTML 38K
56: R100 Future Commitments under Capital and Operating HTML 82K
Leases (Detail)
132: R101 Business Segments - Additional Information HTML 39K
(Detail)
108: R102 Revenues and Income from Operations Related to HTML 49K
Segment Within Reconciliation to Consolidated
Amounts (Detail)
86: R103 Supplemental Disclosure of Cash Flow Information HTML 40K
(Detail)
26: R104 Revenues by Geographic Area (Detail) HTML 41K
117: R105 Long-Lived Assets by Geographic Area (Detail) HTML 42K
125: R106 Contingencies - Additional Information (Detail) HTML 43K
119: R107 Commitment with Strategic Partner - Additional HTML 41K
Information (Detail)
82: R108 Expense Incurred Under Affiliated Computer HTML 38K
Services Agreement (Detail)
33: R109 North American Site Consolidation Plan - HTML 64K
Additional Information (Detail)
101: R110 Schedule II - Valuation And Qualifying Accounts HTML 46K
(Detail)
128: XML IDEA XML File -- Filing Summary XML 203K
22: EXCEL IDEA Workbook of Financial Reports XLSX 365K
52: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.88M
13: EX-101.INS XBRL Instance -- mdrx-20131231 XML 2.89M
15: EX-101.CAL XBRL Calculations -- mdrx-20131231_cal XML 367K
16: EX-101.DEF XBRL Definitions -- mdrx-20131231_def XML 936K
17: EX-101.LAB XBRL Labels -- mdrx-20131231_lab XML 2.10M
18: EX-101.PRE XBRL Presentations -- mdrx-20131231_pre XML 1.49M
14: EX-101.SCH XBRL Schema -- mdrx-20131231 XSD 302K
68: ZIP XBRL Zipped Folder -- 0001193125-14-080251-xbrl Zip 301K
| EX-10.43 |
Exhibit 10.43
SEPARATION AGREEMENT
This Separation Agreement (this “Agreement”), by and between Clifford B. Meltzer (“Executive”) and Allscripts Healthcare Solutions, Inc., a corporation organized and existing under the laws of the State of Delaware (“Company”) is effective as of the 5th day of November, 2013 (the “Effective Date”). Terms used in this Agreement but not specifically defined herein shall have the same meaning as in the Employment Agreement (defined below).
WHEREAS, Company and Executive entered into an Employment Agreement dated June 17, 2011, as amended May 8, 2012 (the “Employment Agreement”), a copy of such agreement is attached hereto as Exhibit A; and
WHEREAS, Company and Executive desire to set forth the terms of Executive’s termination of employment with the Company, severance benefits, and other matters related thereto.
NOW, THEREFORE, in consideration of the foregoing premises, of the mutual agreements and covenants contained herein and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Termination Date; Cessation of Duties.
(a) Executive’s employment with Company will terminate effective as of the close of business on December 5, 2013 (the “Termination Date”). As of the Termination Date, Executive’s service as an officer and employment with Company is terminated and Executive irrevocably resigns from all other positions with any subsidiaries and affiliated companies of Company.
(b) Executive’s Employment Agreement remains in full force and effect until the Termination Date, except as modified by this Agreement. Through and including the Termination Date, Executive shall continue to receive his Base Salary as in effect on the Effective Date and to participate in any benefit plans or programs of Company provided or made available to Executive as of the Effective Date.
(c) As of the Effective Date, Executive is relieved of all duties for Company, shall take no actions on behalf of Company, and shall have no authority as an officer or agent of Company. Executive’s access to Company’s systems and offices shall cease as of the Effective Date, except to the extent Executive is invited to the Company offices or given consent to such access by a Company officer on or prior to December 5, 2013.
2. Severance Benefits. Subject to Executive’s compliance with the terms of this Agreement, including without limitation Sections 4, 5, 6, 7, 8, and 10, after the Termination Date, Executive shall receive the payments and benefits set forth in Section 4.5.1 of the Employment Agreement, which are described and shall be paid or provided in accordance with Schedule 1 attached to this Agreement.
3. No Other Payments. Executive expressly acknowledges and agrees that, other than as specifically provided for in this Agreement and on Schedule 1, no additional payments or benefits are due from Company on any basis whatsoever, including but not limited to no Performance Bonus payment under Company’s 2013 corporate bonus program, and that Executive’s outstanding, unvested equity awards are forfeited as of the Termination Date, other than as described on Schedule 1.
4. Release. The pay and benefits provided under Section 2 of this Agreement are subject to Executive’s execution of (without revocation) and delivery to Company by the forty-fifth (45th) day following the Termination Date (but not before the Termination Date) of a release and waiver of all claims (the “Release”) up to the date of the Release with such Release in the form attached hereto as Exhibit B.
5. Restrictive Covenants. Executive expressly acknowledges and agrees that Section 5 (“Restrictive Covenants”) of the Employment Agreement remains in full force and effect as provided therein; provided that, for purposes of Section 5 of the Employment Agreement, the parties agree that a “Competing Organization” shall mean only the organizations identified in the list attached hereto as Exhibit C.
6. Return of Company Property. Executive represents and warrants that, within seven days of the Effective Date, Executive shall return to Company all Company property and information in any form (whether, paper, electronic media or otherwise), and not retain copies of any such property or information (excluding, however, information relating solely to Executive’s own employment, compensation and benefits).
7. Non-Disparagement. Executive agrees not to make any adverse or disparaging comments (oral or written, including but not limited to, via any form of electronic media) about Company, its affiliates, or any of their respective officers, directors, managers or employees which may tend to impugn or injure their reputation, goodwill and relationships with their past, present and future customers, employees or vendors or with the business community generally. The Company agrees to instruct those individuals who serve as its executive officers as of the Termination Date not to make any adverse or disparaging comments (oral or written, including but not limited to, via any form of electronic media) about Executive which may tend to impugn or injure his reputation, good will and business, civic or professional relationships. Nothing in this Section 7 is intended to prohibit, limit or prevent Executive, Company or the Company’s executive officers from providing truthful testimony in a court of law, to a regulatory or law enforcement agency or pursuant to a properly issued subpoena, and such testimony would not be deemed to be a violation of this Section 7.
8. Cooperation. Executive agrees to cooperate, within reason, subject to reimbursement by Company of reasonable out of pocket costs and expenses, with Company and its counsel with respect to any matter (including any litigation, investigation or governmental proceeding) which relates to matters with which Executive was involved during his employment with Company. Such cooperation shall include appearing from time to time at the offices of Company or Company’s counsel for conferences and interviews and in generally providing the officers of Company and its counsel with the full benefit of Executive’s knowledge with respect to any such matter. Executive agrees to render such cooperation in a timely fashion and at such times and places as may be mutually agreeable to the parties. The Company agrees to compensate Executive at the rate of five hundred dollars ($500) per hour for Executive’s time
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spent rendering such cooperation. Executive’s cooperation shall not require him to give Company more time and attention than may reasonably be accommodated to his work schedule and other commitments, from time to time.
9. Waiver of Any Re-Employment Right. Executive waives all interest in and right to reinstatement or re-employment with Company and any of its affiliates and agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. This waiver shall not apply to any instance where Executive’s then-current employer becomes acquired by the Company or any of its affiliates, or where the Company desires to re-hire Executive.
10. Nondisclosure. Executive shall not disclose or cause to be disclosed the terms of this Agreement or the negotiations leading to it to any person (other than to his spouse, attorneys or tax advisors, who shall also be bound by this nondisclosure provision), except pursuant to a lawful subpoena or as otherwise required by law.
11. Miscellaneous.
(a) Binding Effect. This Agreement shall be binding upon each of the parties and upon their respective heirs, administrators, representatives, executors, successors and assigns, and shall inure to the benefit of each party and to their respective heirs, administrators, representatives, executors, successors and assigns.
(b) Applicable Law. This Agreement shall be construed in accordance with the laws of the State of Illinois, without regard to the conflict of law provisions of any jurisdiction.
(c) Dispute Resolution. Executive expressly acknowledges and agrees that Section 7.9 (“Dispute Resolution and Arbitration”) of the Employment Agreement remains in full force and effect and shall apply to this Agreement.
(d) Scope of Agreement. This Agreement and, as indicated, the Employment Agreement reflect the entire agreement between Executive and Company with respect to the terms and conditions of Executive’s employment relationship with Company and the termination of such employment relationship and, except as specifically provided herein, supersede all prior agreements and understandings, written or oral relating to the subject matter hereof.
(e) Notices. Any notice pertaining to this Agreement shall be in writing and shall be given in accordance with Section 7.6 of the Employment Agreement.
(f) Waiver of Breach. The waiver by either party to this Agreement of a breach of any provision of this Agreement shall not operate as or be deemed a waiver of any subsequent breach by such party. Continuation of benefits hereunder by Company following a breach by Executive of any provision of this Agreement shall not preclude Company from thereafter exercising any right that it may otherwise independently have to terminate said benefits based upon the same violation.
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(g) Amendment. This Agreement may not be modified or amended except by a writing signed by the parties to this Agreement.
(h) Counterparts. This Agreement may be signed in multiple counterparts, each of which shall be deemed an original. Any executed counterpart returned by facsimile or PDF shall be deemed an original executed counterpart.
(i) No Third Party Beneficiaries. Unless specifically provided herein, the provisions of this Agreement are for the sole benefit of the parties to this Agreement and are not intended to confer upon any person not a party to this Agreement any rights hereunder.
(j) Terms and Construction. Each party has cooperated in the drafting and preparation of this Agreement. The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against either party.
(k) Admissions. Nothing in this Agreement is intended to be, or will be deemed to be, an admission of liability by Executive or Company to each other, or an admission that they or any of their agents, affiliates, or employees have violated any state, federal or local statute, regulation or ordinance or any principle of common law of any jurisdiction, or that they have engaged in any wrongdoing towards each other.
(l) Withholding. Company may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to applicable laws or regulations.
(m) Severability. The holding of any provision of this Agreement to be illegal, invalid or unenforceable by a court of competent jurisdiction shall not affect any other provisions of this Agreement, which shall remain in full force and effect.
(n) Calculations. The terms of Schedule 1 are intended to provide Executive the payments and benefits due per the terms of Section 4.5.1 of the Employment Agreement and other applicable compensation-related documents per terms applicable to a termination of Executive’s employment without Cause. In the event of manifest error in any calculation reflected on Schedule 1, Company and Executive agree that the calculation shall be corrected and Executive provided the correct payment or benefit.
(o) Section 409A of the Code. Executive expressly acknowledges and agrees that Section 7.14 (“Section 409A of the Code”) of the Employment Agreement remains in full force and effect and shall apply to this Agreement. Executive is a “specified employee” of Company and its affiliates (as defined in Treasury Regulation Section 1.409A-1(i)), and Executive is therefore subject to a delay in payment until six months after the date of Executive’s separation from service from Company (pursuant to Treasury Regulation Section 1.409A-3(i)(2)(ii)) to receive payments provided hereunder to the extent such amounts are subject to, and not exempt from, Section 409A. If the sixty (60)-day period following a “separation from service” begins in one calendar year and ends in a second calendar year (a “Crossover 60-Day Period”), then any severance payments that would otherwise occur during the portion of the Crossover 60-Day Period that falls within the first year will be delayed and paid in a lump sum during the portion of the Crossover 60-Day Period that falls within the second year.
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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as of the dates respectively set forth below.
| ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. | ||||||
| Dated: November 19, 2013 | /s/ Deborah D. Snow | |||||
| Deborah D. Snow | ||||||
| Senior Vice President Marketing, | ||||||
| Communications and Chief People Officer | ||||||
| EXECUTIVE: | ||||||
| Dated: November 19, 2013 | /s/ Clifford B. Meltzer | |||||
| Clifford B. Meltzer | ||||||
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SCHEDULE 1
CASH PAYMENTS
| Amount Payable |
Date[s] Payable |
Comments | ||
| $900,000 | Paid in twelve equal monthly installments with the first two installments to be paid on the sixtieth (60th) day following December 5, 2013 (the “Termination Date”) and the remaining ten installments to be paid on the ten following monthly anniversaries of such date. | Constituting the payments required by Section 4.5.1(i) of the Employment Agreement (lx (base salary + current target performance bonus) paid over 12 months). |
BENEFITS CONTINUATION
| Benefits Description |
Continuation Period | |
| Continuation of Executive’s enrollment in health and/or dental insurance benefits immediately prior to the Termination Date, with Executive contributing to such benefits as if he were employed by Company. | Until the earlier of:
(i) the end of the 12-month period following the Termination Date (i.e., through December 4, 2014); or
(ii) Executive’s failure to make a required contribution within 10 days of written notice or the COBRA grace period, whichever comes later; or
(iii) the date on which Executive becomes eligible to receive comparable benefits from a subsequent employer. |
Schedule 1 - Page 1
RESTRICTED STOCK UNIT (“RSU”) AND OPTION VESTING AND FORFEITURE
| Award |
Vesting Per Sec. 4.5.1(iii) of Employment Agreement or Award |
Delivery of Shares |
RSUs / Options Forfeited from Award | |||||
| 1. | 8/31/2011 Perf.-Based RSU Grant, Relative TSR (12,528 granted) | 8,352* | Upon later of certification of performance by Compensation Committee or sixtieth (60th) day following the Termination Date | 4,176 cancelled due to performance | ||||
| 2. | 8/31/2011 Perf.-Based RSU Grant, Revenue and Adjusted Operating Income (25,056 granted) | 16,704 | Sixtieth (60th) day following the Termination Date | 2,376 cancelled due to performance below performance hurdles | ||||
| 3. | 8/31/2011 Perf.-Based RSU Grant, Adjusted Net Income (37,584 granted) | 21,263 | Sixtieth (60th) day following the Termination Date (Performance hurdle satisfied in full) | 6,925 | ||||
| 4. | 5/1/2012 Perf.-Based RSU Grant (34,440 granted) | 13,752 | Sixtieth (60th) day following the Termination Date. (Performance hurdle satisfied in full) | 12,078 | ||||
| 5. | 5/1/2012 Perf.-Based RSU Grant (34,440 granted) | 13,752** | Upon later of certification of performance by Compensation Committee or sixtieth (60th) day following the Termination Date. | 12,078 | ||||
| 6. | 5/30/2012 RSU Grant (82,042 granted) | 41,508 | Sixtieth (60th) day following the Termination Date. |
13,187 | ||||
Schedule 1 - Page 2
| 7. | 2/20/2013 Stock Option Grant (188,680 granted) | 84,389 | N/A*** | 104,291 | ||||
| 8. | 2/20/2013 Perf-Based RSU Grant (62,894 granted) | 37,507**** | Upon later of certification of performance by Compensation Committee or sixtieth (60th) day following the Termination Date. | 25,387 | ||||
| * | Based on relative TSR for the performance periods ending 2/25/2013 and 2/25/2014 and upon certification by Compensation Committee; actual number of shares vested may vary from the number listed here. |
| ** | Provided Adjusted Net Income for 2013 is at least $81.4 million and upon certification by Compensation Committee. |
| *** | 90-day post-termination exercise period. |
| **** | Based on relative TSR for the performance period ending 2/20/2014 and upon certification by Compensation Committee; actual number of shares vested may vary from the number listed here. |
Schedule 1 - Page 3
EXHIBIT A
EMPLOYMENT AGREEMENT AND AMENDMENT
EXHIBIT B
GENERAL RELEASE
WHEREAS, this General Release (this “Release”) is given by Clifford B. Meltzer (“Executive”) on the date indicated below at Executive’s signature, pursuant to the Separation Agreement between Allscripts Healthcare Solutions, Inc. (the “Company”) and Executive effective as of November 5, 2013 (the “Agreement”); and
WHEREAS, in consideration for the payments and benefits provided by Company to Executive under the Agreement, which are conditioned upon his execution of a release and waiver of claims for the benefit of Company, Executive agrees to execute this Release.
NOW THEREFORE, in consideration of the mutual covenants contained under the Agreement and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound, Executive agrees as follows:
1. In exchange for the benefits described in the Agreement, Executive hereby agrees to WAIVE any and all rights in connection with, and to fully RELEASE and forever discharge Company and its predecessors, parents, subsidiaries, divisions, related or affiliated companies, benefit plans, plan administrators and other plan fiduciaries, officers, directors, stockholders, members, employees, heirs, successors, assigns, representatives, agents and counsel (the “Released Parties”) from any and all torts, contracts, claims, suits, actions, causes of action, demands, rights, damages, costs, expenses, attorneys’ fees, and compensation in any form whatsoever, whether now known or unknown, in law or in equity, which Executive has or ever had (from the beginning of time through and including the date hereof) against any of the Released Parties, including without limitation on account of or in any way arising out of, relating to or in connection with Executive’s employment by or separation of employment from any of the Released Parties, and any and all claims for damages or injury to any entity, person, property or reputation arising therefrom, claims for wages, employment benefits, tort claims and claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974 (except that Executive does not waive his right to receive notices and disclosures, monies and other benefits due in accordance with any employee retirement or welfare benefit plan), the National Labor Relations Act, the Fair Labor Standards Act, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Americans with Disabilities Act of 1990 and any other federal, state or local law, statute, ordinance, guideline, regulation, order or common-law principle of any state relating to employment, employment contracts, wrongful discharge or any other matter; provided, however, that the foregoing waiver and release shall not apply to Executive’s rights in respect of any benefit or claim to which Executive is entitled under employee pension or welfare benefit plans and programs of the Released Parties in which Executive is a participant prior to the date below, or to Executive’s rights to enforce the Agreement.
2. Release of Age Discrimination Claims. In further consideration of the promises made by Company in the Agreement, Executive specifically WAIVES any and all rights in connection with, and fully RELEASES and forever discharges the Released Parties from, any and all torts, contracts, claims, suits, actions, causes of action, demands, rights, damages, costs,
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expenses, attorneys’ fees, and compensation in any form whatsoever, whether now known or unknown, in law or in equity, which Executive has or ever had (from the beginning of time through and including the date hereof) against any of the Released Parties, arising under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Sec. 621, et seq. (“ADEA”). Executive further agrees that:
(a) Executive’s waiver of rights under this Release is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990;
(b) Executive understands the terms of this Release;
(c) the consideration provided in the Agreement represents consideration over and above that to which Executive otherwise would be entitled, that the consideration would not have been provided had Executive not signed this Release, and that the consideration is in exchange for the signing of this Release;
(d) Company is hereby advising Executive in writing to consult with Executive’s attorney prior to executing this Release;
(e) Company is giving Executive a period of at least forty-five (45) days within which to consider this Release;
(f) Following the execution of this Release Executive has seven (7) days in which to revoke this Release by written notice. To be effective, the revocation must be made in writing and delivered to and received by the General Counsel, Allscripts Healthcare Solutions, Inc., 222 Merchandise Mart Plaza, Suite 2024, Chicago, Illinois 60654, no later than 4:00 p.m. on the seventh day after Executive executes this Release. An attempted revocation not actually received by the General Counsel before the revocation deadline will not be effective; and
(g) This entire Release shall be void and of no force and effect if Executive chooses to so revoke, and, if Executive chooses not to so revoke, this Release shall then become fully effective and enforceable.
This Section 2 does not waive rights or claims that may arise under the ADEA after the date Executive signs this Release. In addition, nothing in this Release shall in any way affect Executive’s right to indemnification, coverage and expense advancement to the extent provided by Company’s operating agreement or other applicable Company or insurance policies; provided, however, that Company shall not be liable, and shall not provide a defense and indemnification for any claim wherein Executive has not satisfied the applicable standard of conduct set forth in such operating agreement or other applicable policies, or wherein Executive has committed any acts of fraud, embezzlement or gross misconduct.
3. Proceedings; No Admissions.
(a) Executive hereby represents and warrants that he has no pending claims against any of the Released Parties with any municipal, state, federal or other governmental or nongovernmental entity. Notwithstanding anything to the contrary, this Release shall not prevent Executive from (A) initiating or causing to be initiated on Executive’s behalf any complaint,
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charge, claim or proceeding against any of the Released Parties before any local, state or federal agency, court or other body challenging the validity of the waiver of Executive’s claims under the ADEA contained in this Release (but no other portions of the waivers and releases described in Sections 1 or 2); or (B) initiating or participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission with respect to the ADEA.
(b) Both parties acknowledge and agree that this Release does not constitute, is not intended to be, and shall not be construed, interpreted or treated in any respect as, and shall not be admissible in any proceeding as, an admission of liability, error, violation, omission or wrongdoing by either party for any purpose whatsoever. Further, both parties acknowledge and agree that there has been no determination that either party has violated any federal, state or local law, statute, ordinance, guideline, regulation, order or common-law principle. Executive further acknowledges that no precedent, practice, policy or usage shall be established by this Release or the offer to Executive of compensation and benefits in the Agreement.
4. Effect of Claim. Executive also understands and agrees that in the event Executive, by himself, or in conjunction with Executive’s heirs, spouse, family members, executors, or administrators, attempt(s) to institute or institute(s) any charge, claim, suit or action against any of the Released Parties in violation of this Release, Executive shall be obligated, as an express condition of bringing such action, to tender back to Company the full amount of the compensation and benefits that Executive has received under the Agreement; and Executive further agrees that Executive will pay all of the Released Parties’ costs, expenses and fees of defending against such action, including, among other things, reasonable attorneys’ fees. The immediately prior sentence does not apply to claims under ADEA or to challenge the release of ADEA claims under this Release; provided, however, nothing in this Release is intended to reflect any party’s belief that Executive’s waiver of claims under ADEA is invalid or unenforceable under this Release, it being the intent of Executive and Company that such claims are waived. This Section 4 does not grant Executive an option to return the money and institute an action. Instead this paragraph merely creates an additional term and condition precedent to bringing an action regardless of the fact that such action is expressly barred by this Release, and is without merit.
5. Executive’s Right to Enforce Agreement. Nothing in this Release shall be construed as a waiver or release by Executive of any claim or right to enforce the terms of the Agreement or to bring a claim for damages arising out of Company’s breach of the Agreement.
B-3
IN WITNESS WHEREOF, Executive has executed and delivered this Release on the date set forth below.
| NOT TO BE SIGNED PRIOR TO DECEMBER 5, 2013 | ||||||
| Date: | ||||||
| Clifford B. Meltzer | ||||||
B-4
EXHIBIT C
For purposes of the Restrictive Covenants set forth in Section 5 of the Employment Agreement, any of the following companies, or any of their subsidiaries or affiliates, shall be Competing Organizations:
| 1. | Aetna* |
| 2. | Amazing Charts |
| 3. | athenahealth Inc. |
| 4. | Cerner Corporation |
| 5. | CPSI |
| 6. | CSC* |
| 7. | Danaher Corporation |
| 8. | Dell* |
| 9. | eClinicalWorks Inc. |
| 10. | e-MDs |
| 11. | Emdeon Business Services LLC |
| 12. | Epic Systems Corporation |
| 13. | Fujitsu* |
| 14. | General Electric Company* |
| 15. | Greenway Medical |
| 16. | Humedica, Inc. |
| 17. | IBM* |
| 18. | McKesson Corporation |
| 19. | Meditech |
| 20. | Microsoft* |
| 21. | NextGen |
| 22. | OPTUMinsight |
| 23. | Oracle* |
| 24. | Philips* |
| 25. | Practice Fusion |
| 26. | Quality Systems, Inc. |
| 27. | SAP* |
| 28. | Siemens* |
| 29. | The Trizetto Group. Inc.* |
| 30. | UnitedHealth |
| 31. | Vitera Healthcare Solutions |
| 32. | Wellsoft Corporation |
| 33. | Xerox* |
| * | The restriction only applies to the extent that Executive’s employment or services relate to electronic health records, practice management systems or revenue cycle management software for physician offices or hospitals. |
C-1
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/4/14 | ||||
| Filed on: | 3/3/14 | |||
| For Period end: | 12/31/13 | ARS | ||
| 12/5/13 | ||||
| 11/19/13 | ||||
| 11/5/13 | 8-K | |||
| 5/8/12 | 8-K | |||
| 6/17/11 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/29/22 Veradigm Inc. 10-K/A 12/31/21 12:4M Donnelley … Solutions/FA 2/25/22 Veradigm Inc. 10-K 12/31/21 150:28M Donnelley … Solutions/FA 2/26/21 Veradigm Inc. 10-K 12/31/20 165:35M ActiveDisclosure/FA 9/29/14 SEC UPLOAD¶ 9/13/17 1:36K Veradigm Inc. 9/02/14 SEC UPLOAD¶ 9/13/17 1:137K Veradigm Inc. 8/01/14 SEC UPLOAD¶ 9/13/17 1:160K Veradigm Inc. |