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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/09/13 Allscripts Healthcare Soluti… Inc 10-Q 6/30/13 133:11M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 831K
2: EX-10.16 Material Contract HTML 54K
3: EX-10.17 Material Contract HTML 40K
4: EX-31.1 Certification -- §302 - SOA'02 HTML 40K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 40K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 35K
130: R1 Document and Entity Information HTML 56K
79: R2 Consolidated Balance Sheets HTML 145K
74: R3 Consolidated Balance Sheets (Parenthetical) HTML 61K
19: R4 Consolidated Statements of Operations HTML 97K
77: R5 Consolidated Statements of Comprehensive Income HTML 69K
(Loss)
50: R6 Consolidated Statements of Cash Flows HTML 135K
107: R7 Consolidated Statements of Cash Flows HTML 35K
(Parenthetical)
53: R8 Summary of Significant Accounting Policies HTML 53K
58: R9 Business Combinations HTML 77K
20: R10 Fair Value Measurements HTML 71K
55: R11 Stockholders' Equity HTML 87K
106: R12 Earnings Per Share HTML 68K
100: R13 Goodwill and Intangible Assets HTML 85K
75: R14 Debt HTML 100K
124: R15 Income Taxes HTML 48K
104: R16 Derivative Financial Instruments HTML 65K
16: R17 Contingencies HTML 55K
24: R18 Business Segments HTML 75K
123: R19 North American Site Consolidation Plan HTML 39K
128: R20 Summary of Significant Accounting Policies HTML 70K
(Policies)
132: R21 Summary of Significant Accounting Policies HTML 40K
(Tables)
126: R22 Business Combinations (Tables) HTML 71K
90: R23 Fair Value Measurements (Tables) HTML 61K
21: R24 Stockholders' Equity (Tables) HTML 75K
49: R25 Earnings Per Share (Tables) HTML 69K
33: R26 Goodwill and Intangible Assets (Tables) HTML 82K
32: R27 Debt (Tables) HTML 81K
60: R28 Income Taxes (Tables) HTML 42K
89: R29 Derivative Financial Instruments (Tables) HTML 48K
102: R30 Business Segments (Tables) HTML 68K
41: R31 Amounts Reclassified (Detail) HTML 36K
61: R32 Business Combinations - Additional Information HTML 109K
(Detail)
115: R33 Fair Value of Consideration Transferred for HTML 47K
Acquisition (Detail)
36: R34 Fair Value of Consideration Transferred for HTML 45K
Acquisition (Parenthetical) (Detail)
97: R35 Assets Acquired and Liabilities Assumed (Detail) HTML 63K
98: R36 Acquired Intangible Assets Amortization (Detail) HTML 43K
64: R37 Proforma Results (Detail) HTML 52K
31: R38 Summary of Financial Assets and Liabilities HTML 68K
Measured at Fair Value on Recurring Basis (Detail)
94: R39 Fair Value Measurements - Additional Information HTML 61K
(Detail)
39: R40 Weighted Average Input Assumptions (Detail) HTML 47K
59: R41 Stock-Based Compensation Expense (Detail) HTML 58K
103: R42 Stock-Based Awards Granted (Detail) HTML 50K
46: R43 Stockholders' Equity - Additional Information HTML 97K
(Detail)
91: R44 Calculations of Earnings Per Share (Detail) HTML 64K
73: R45 Anti-Dilutive Stock Options, Restricted Stock Unit HTML 39K
Awards and Warrants Excluded from Computation of
Diluted (Loss) Earnings Per Share (Detail)
35: R46 Goodwill and Intangible Assets (Detail) HTML 52K
111: R47 Goodwill and Intangible Assets - Additional HTML 43K
Information (Detail)
29: R48 Changes in Carrying Amount of Goodwill (Detail) HTML 75K
40: R49 Debt Outstanding (Detail) HTML 49K
72: R50 Interest Expense (Detail) HTML 49K
83: R51 Debt - Additional Information (Detail) HTML 201K
109: R52 Summary of Future Payments under Notes and Senior HTML 65K
Secured Credit Facilities (Detail)
17: R53 Effective Tax Rates (Detail) HTML 44K
93: R54 Income Taxes - Additional Information (Detail) HTML 41K
66: R55 Derivative Financial Instruments - Additional HTML 88K
Information (Detail)
23: R56 Activity Related to Interest Rate Swap Agreement HTML 49K
(Detail)
30: R57 Contingencies - Additional Information (Detail) HTML 47K
78: R58 Revenues and Income from Operations Related to HTML 50K
Segment Within Reconciliation to Consolidated
Amounts (Detail)
118: R59 North American Site Consolidation Plan - HTML 55K
Additional Information (Detail)
70: XML IDEA XML File -- Filing Summary XML 140K
133: XML.R1 Document and Entity Information XML 143K
57: XML.R2 Consolidated Balance Sheets XML 375K
88: XML.R3 Consolidated Balance Sheets (Parenthetical) XML 149K
69: XML.R4 Consolidated Statements of Operations XML 466K
65: XML.R5 Consolidated Statements of Comprehensive Income XML 212K
(Loss)
14: XML.R6 Consolidated Statements of Cash Flows XML 396K
81: XML.R7 Consolidated Statements of Cash Flows XML 74K
(Parenthetical)
13: XML.R8 Summary of Significant Accounting Policies XML 68K
45: XML.R9 Business Combinations XML 100K
63: XML.R10 Fair Value Measurements XML 91K
54: XML.R11 Stockholders' Equity XML 107K
47: XML.R12 Earnings Per Share XML 92K
112: XML.R13 Goodwill and Intangible Assets XML 112K
56: XML.R14 Debt XML 126K
127: XML.R15 Income Taxes XML 64K
85: XML.R16 Derivative Financial Instruments XML 79K
82: XML.R17 Contingencies XML 64K
87: XML.R18 Business Segments XML 97K
38: XML.R19 North American Site Consolidation Plan XML 53K
76: XML.R20 Summary of Significant Accounting Policies XML 109K
(Policies)
101: XML.R21 Summary of Significant Accounting Policies XML 56K
(Tables)
105: XML.R22 Business Combinations (Tables) XML 107K
114: XML.R23 Fair Value Measurements (Tables) XML 83K
62: XML.R24 Stockholders' Equity (Tables) XML 108K
28: XML.R25 Earnings Per Share (Tables) XML 97K
121: XML.R26 Goodwill and Intangible Assets (Tables) XML 114K
86: XML.R27 Debt (Tables) XML 118K
122: XML.R28 Income Taxes (Tables) XML 59K
22: XML.R29 Derivative Financial Instruments (Tables) XML 66K
99: XML.R30 Business Segments (Tables) XML 91K
96: XML.R31 Amounts Reclassified (Detail) XML 81K
27: XML.R32 Business Combinations - Additional Information XML 773K
(Detail)
125: XML.R33 Fair Value of Consideration Transferred for XML 103K
Acquisition (Detail)
25: XML.R34 Fair Value of Consideration Transferred for XML 121K
Acquisition (Parenthetical) (Detail)
129: XML.R35 Assets Acquired and Liabilities Assumed (Detail) XML 188K
116: XML.R36 Acquired Intangible Assets Amortization (Detail) XML 234K
110: XML.R37 Proforma Results (Detail) XML 243K
113: XML.R38 Summary of Financial Assets and Liabilities XML 878K
Measured at Fair Value on Recurring Basis (Detail)
68: XML.R39 Fair Value Measurements - Additional Information XML 240K
(Detail)
51: XML.R40 Weighted Average Input Assumptions (Detail) XML 101K
131: XML.R41 Stock-Based Compensation Expense (Detail) XML 286K
95: XML.R42 Stock-Based Awards Granted (Detail) XML 270K
120: XML.R43 Stockholders' Equity - Additional Information XML 764K
(Detail)
26: XML.R44 Calculations of Earnings Per Share (Detail) XML 219K
84: XML.R45 Anti-Dilutive Stock Options, Restricted Stock Unit XML 81K
Awards and Warrants Excluded from Computation of
Diluted (Loss) Earnings Per Share (Detail)
48: XML.R46 Goodwill and Intangible Assets (Detail) XML 214K
80: XML.R47 Goodwill and Intangible Assets - Additional XML 131K
Information (Detail)
71: XML.R48 Changes in Carrying Amount of Goodwill (Detail) XML 1.02M
42: XML.R49 Debt Outstanding (Detail) XML 289K
92: XML.R50 Interest Expense (Detail) XML 134K
43: XML.R51 Debt - Additional Information (Detail) XML 3.45M
52: XML.R52 Summary of Future Payments under Notes and Senior XML 493K
Secured Credit Facilities (Detail)
15: XML.R53 Effective Tax Rates (Detail) XML 113K
108: XML.R54 Income Taxes - Additional Information (Detail) XML 92K
117: XML.R55 Derivative Financial Instruments - Additional XML 900K
Information (Detail)
34: XML.R56 Activity Related to Interest Rate Swap Agreement XML 134K
(Detail)
37: XML.R57 Contingencies - Additional Information (Detail) XML 132K
18: XML.R58 Revenues and Income from Operations Related to XML 530K
Segment Within Reconciliation to Consolidated
Amounts (Detail)
119: XML.R59 North American Site Consolidation Plan - XML 276K
Additional Information (Detail)
67: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.03M
7: EX-101.INS XBRL Instance -- mdrx-20130630 XML 1.67M
9: EX-101.CAL XBRL Calculations -- mdrx-20130630_cal XML 226K
10: EX-101.DEF XBRL Definitions -- mdrx-20130630_def XML 640K
11: EX-101.LAB XBRL Labels -- mdrx-20130630_lab XML 1.32M
12: EX-101.PRE XBRL Presentations -- mdrx-20130630_pre XML 924K
8: EX-101.SCH XBRL Schema -- mdrx-20130630 XSD 198K
44: ZIP XBRL Zipped Folder -- 0001193125-13-329137-xbrl Zip 172K
| EX-10.16 |
Exhibit 10.16
AMENDED AND RESTATED
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
DIRECTOR DEFERRED COMPENSATION PLAN
1. Purpose. The purpose of the Allscripts Healthcare Solutions, Inc. Director Deferred Compensation Plan is to provide members of the Board of Directors of Allscripts Healthcare Solutions, Inc. (the “Company”) who are not employees of the Company or its subsidiaries with the opportunity to elect to defer all or a portion of (i) the cash retainer fees otherwise payable to them by the Company into deferred stock units and (ii) the restricted stock units granted to them by the Company.
2. Definitions. For purposes of the Plan:
(a) “Account” means the separate account maintained on the books of the Company for each Participant pursuant to Section 7, consisting of the Cash Retainer Sub-Account and the RSU Sub-Account.
(b) “Board” means the Board of Directors of the Company.
(c) “Committee” means the Compensation Committee of the Board.
(d) “Common Stock” means the common stock of the Company.
(e) “Deferred Stock Units” means deferred stock units credited to a Participant’s Account pursuant to elections by the Participant under Sections 5 and 6.
(f) “Director” means any member of the Board who is not an employee of the Company or any of its subsidiaries.
(g) “Disabled” means a Director is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.
(h) “Effective Date” means December 23, 2010.
(i) “Fair Market Value” means as of any date the closing price of the Common Stock as reported on the NASDAQ Global Select Market for that date or, if no closing price is reported for that date, the closing price on the next preceding date for which a closing price is reported, unless otherwise determined by the Committee.
(j) “Participant” means a Director who makes a deferral election under Section 5 or 6 of the Plan.
(k) “Plan” means the Allscripts Healthcare Solutions, Inc. Director Deferred Compensation Plan as set forth herein and as amended from time to time.
(l) “Restricted Stock Units” or “RSUs” means restricted stock units granted to the Participant under the Stock Plan.
(m) “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended.
(n) “Stock Plan” means the Allscripts Healthcare Solutions, Inc. 2011 Stock Incentive Plan as amended from time to time.
3. Administration. The Plan shall be administered by the Committee. The Committee shall, subject to the terms of this Plan, interpret this Plan and the application thereof and establish, amend and revoke rules and regulations as it deems necessary or desirable for the administration of the Plan. All such interpretations, rules, regulations and conditions shall be final, binding and conclusive upon the Participants and all other persons having or claiming any right or interest in the Plan or the Deferred Stock Units.
A majority of the Committee shall constitute a quorum. The Committee shall take action either by (i) a majority of the members of the Committee present at any meeting at which a quorum is present or (ii) written approval by all of the members of the Committee without a meeting. The Committee may authorize any one or more of its number or any officer of the Company to execute and deliver documents on behalf of the Committee.
No member of the Board or the Committee, and no officer of the Company to whom the Committee delegates any of its power and authority hereunder, shall be liable for any act, omission, interpretation, construction or determination made in connection with this Plan in good faith; and the members of the Board, the Committee and such officers shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including attorneys’ fees) arising therefrom to the full extent permitted by law.
4. Eligibility. Each Director shall be eligible to participate in the Plan and to make the elections provided under Sections 5 and 6.
5. Deferral of Cash Retainer.
(a) Annual Elections. Prior to the first day of each calendar year beginning on or after January 1, 2011, each Director may elect to defer payment of all or a portion of the Director’s cash retainer fees to be earned in such calendar year that will be credited to the Cash Retainer Sub-Account of the Participant’s Account. Any election made under this paragraph shall become irrevocable as of December 31 of the year prior to the year in which the services relating to the cash retainer fee are performed.
(b) Initial Participant Elections. An individual who becomes a Director for the first time after a calendar year has commenced may make a deferral election, not later than the 30th day following the date the individual becomes a Director, with respect to all or a portion of the Director’s annual cash retainer that is earned for calendar quarters that begin after the date of such election that will credited to the Cash Retainer Sub-Account of the Participant’s Account.
(c) Effect of Elections. Any election made pursuant to this Section shall remain in effect for future calendar years unless and until the Participant makes a new election in accordance with Section 5(a). In order to change the amount of a deferral for any subsequent calendar year (or to cease deferrals), a Participant must make a new election prior to the calendar year for which the new election is to be effective.
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6. Deferral of Restricted Stock Units.
(a) Annual Elections. Prior to the first day of each calendar year beginning on or after January 1, 2011, each Director may elect, in accordance with rules and procedures established by the Committee, to defer payment of all or a portion of the Restricted Stock Units granted to the Director in such calendar year that will be credited to the RSU Sub-Account of the Participant’s Account. Any election made under this paragraph shall become irrevocable as of December 31 of the year prior to the year in which the RSUs relating to the election are granted.
(b) Initial Participant Elections. An individual who becomes a Director for the first time after a calendar year has commenced may make a deferral election, not later than the earlier of (i) the 30th day following the date the individual becomes a Director and (ii) the day prior to the grant of Restricted Stock Units in such calendar year to the Director, with respect to all or a portion of the RSUs granted to the Director in such calendar year that will credited to the RSU Sub-Account of the Participant’s Account.
(c) Effect of Elections. Any election made pursuant to this Section shall remain in effect for future calendar years unless and until the Participant makes a new election in accordance with Section 6(a). In order to change the number of Restricted Stock Units deferred for any subsequent calendar year (or to cease deferrals), a Participant must make a new election prior to the calendar year for which the new election is to be effective.
7. Account.
(a) Cash Retainers. The crediting of Deferred Stock Units to the Cash Retainer Sub-Account of the Participant’s Account with respect to the deferral of cash retainer fees pursuant to Section 5 shall be made as of the dates the fees earned by the Participant during the applicable calendar year would otherwise have been payable to the Participant. The number of Deferred Stock Units to be credited shall be equal to the result of dividing the amount deferred as of each such date by the Fair Market Value of one share of Common Stock on such date.
(b) Restricted Stock Units. The crediting of Deferred Stock Units to the RSU Sub-Account of the Participant’s Account with respect to the deferral of Restricted Stock Units pursuant to Section 6 shall be made as of the dates the RSUs granted to the Participant during the applicable calendar year become vested. The number of Deferred Stock Units to be credited shall be equal to the number of RSUs that are deferred by the Participant as of such date.
(c) Cash Dividends. Whenever any cash dividends are declared on the Common Stock, the Company will credit the Cash Retainer and RSU Sub-Accounts of the Account of each Participant on the date such dividend is paid with a number of additional Deferred Stock Units equal to the result of dividing (i) the product of (x) the total number of Deferred Stock Units credited to the Participant’s Sub-Account on the record date for such dividend and (y) the per share amount of such dividend by (ii) the Fair Market Value of one share of Common Stock on the date such dividend is paid by the Company to the holders of Common Stock.
(d) Capitalization Adjustments. In the event of (i) any change in the Common Stock through a merger, consolidation, reorganization, recapitalization or otherwise, (ii) a stock dividend, or (iii) a stock split, combination or other changes the Common Stock, all as described in Section 5.7 of the Stock Plan, the Deferred Stock Units credited to the Cash Retainer and RSU Sub-Accounts of the Account of each Participant shall be increased or decreased proportionately in accordance with such Section.
8. Payment of Account. Payment of the Cash Retainer and RSU Sub-Accounts of the Participant’s Account shall be made in a lump sum to the Participant (or, in the event of the Participant’s death, to the Participant’s beneficiary, as provided in Section 10) in shares of Common Stock equal to the number of Deferred Stock Units credited to each Sub-Account (provided that any fractional Deferred Stock Units shall be paid in cash based on the Fair Market Value of one share of Common Stock on the payment date), as provided below.
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(a) Cash Retainer Sub-Account. The Cash Retainer Sub-Account shall be paid, as elected by the Participant, on the tenth business day of January of the calendar year following:
(i) The earlier of the fourth anniversary of each date the applicable Deferred Stock Units were credited to the Sub-Account and the Participant’s termination of service as a Director for any reason;
(ii) The later of the fourth anniversary of each date the applicable Deferred Stock Units were credited to the Sub-Account and the Participant’s termination of service as a Director for any reason.
In the absence of an effective election, payment shall be made in accordance with sub-paragraph (ii) above.
(b) RSU Sub-Account. The RSU Sub-Account shall be paid on the tenth business day of January of the calendar year following the calendar year in which the Participant terminates service as a Director for any reason.
(c) Disabled Participant. Notwithstanding the provisions of subsections (a) and (b) of this Section 8, if a Participant is determined to be Disabled, then such Participant’s Account shall be paid on the tenth business day of January of the calendar year following the calendar year in which the Participant is determined to be Disabled. The determination of whether the Participant is Disabled shall be made by the Committee (excluding any member of the Committee who is the subject of such determination), which, in its discretion, may engage or consult a licensed practicing physician or other party as it deems appropriate.
9. Change of Control. In the event of a Change of Control (as defined in the Stock Plan) that constitutes a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the Company’s assets under Section 409A, the Account of each Participant shall be paid to the Participant in a lump sum in cash within five business days after the date of the Change of Control, in an amount equal to the result of multiplying (i) the number of Deferred Stock Units credited to the Participant’s Account on the Change of Control date by (ii) the Fair Market Value of one share of Common Stock on the Change of Control date.
10. Beneficiary Designation. Each Participant shall have the right, at any time, to designate any person or persons as his beneficiary or beneficiaries to whom payment under the Plan shall be paid in the event of his or her death prior to payment to the Participant of his or her Account. Any beneficiary designation may be made or changed by a Participant by a written instrument, in such form prescribed by the Committee, which is filed with the Company prior to the Participant’s death. If a Participant fails to designate a beneficiary, or if all designated beneficiaries predecease the Participant, the Account shall be paid to the Participant’s estate.
11. Amendment and Termination. The Board may amend or terminate the Plan at any time in whole or in part; provided, however, that no amendment or termination shall reduce the Deferred Stock Units credited to a Participant’s Account or adversely affect the rights of a Participant to such Deferred Stock Units, without the consent of the Participant (or the Participant’s beneficiary in the event of the Participant’s death). Notwithstanding the foregoing, the Plan may be amended at any time, without the consent of any Participant (or beneficiary) if necessary or desirable to comply with the requirements, or avoid the application, of Section 409A.
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12. General Provisions
(a) Unfunded Plan. The Company’s obligation to make payment under the Plan shall be contractual only and all payments hereunder shall be made by the Company from its general assets at the time and in the manner provided for in the Plan. No funds, securities or other property of any nature shall be segregated or earmarked for any current or former Participant, beneficiary or other person, and his or her sole right is as a general creditor of the Company with an unsecured claim against its general assets.
(b) Non-Alienation of Benefits. Neither a Participant nor any other person shall have any rights to sell, assign, transfer, pledge, anticipate, or otherwise encumber the amounts, if any, payable under the Plan to the Participant or any other person. Any attempted sale, assignment, transfer or pledge shall be null and void and without any legal effect. No part of the amounts payable under the Plan shall be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.
(c) Section 409A. Notwithstanding any provision of the Plan to the contrary, the Plan will be construed, administered or deemed amended as necessary to comply with the requirements of Section 409A to avoid taxation under section 409A to the extent Section 409A applies to the Plan. The Committee, in its sole discretion shall determine the requirements of Section 409A that are applicable to the Plan and shall interpret the terms of the Plan in a manner consistent therewith. Under no circumstances, however, shall the Company or any affiliate or any of its or their employees, officers, directors, service providers or agents have any liability to any person for any taxes, penalties or interest due on amounts paid or payable under the Plan, including any taxes, penalties or interest imposed under Section 409A.
(d) No Stockholder Rights. Neither the Participant nor any other person shall have any rights as a stockholder of the Company with respect to the Deferred Stock Units credited to the Participant’s Account until the shares of Common Stock are issued to the Participant (or the beneficiary of the Participant).
(e) Severability. If any provision of the Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be enforced as if the invalid provisions had never been set forth therein.
(f) Successors in Interest. The obligation of the Company under the Plan shall be binding upon any successor or successors of the Company, whether by merger, consolidation, sale of assets or otherwise, and for this purpose reference herein to the Company shall be deemed to include any such successor or successors.
(g) Governing Law; Interpretation. The Plan shall be construed and enforced in accordance with, and governed by, the laws of the State of Delaware, without giving effect to principles of conflict of laws.
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| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/9/13 | None on these Dates | ||
| For Period end: | 6/30/13 | |||
| 1/1/11 | ||||
| 12/23/10 | ||||
| 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 |