QUALITY SYSTEMS, INC. OUTSIDE DIRECTOR’S AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT GRANTED UNDER THE QUALITY SYSTEMS, INC. AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN
Exhibit 10.2
QUALITY SYSTEMS, INC.
OUTSIDE DIRECTOR’S
AMENDED AND RESTATED
GRANTED UNDER THE QUALITY SYSTEMS, INC.
AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN
AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN
THIS OUTSIDE DIRECTOR’S RESTRICTED STOCK AGREEMENT (this “Agreement”), dated and
effective as of August 13, 2009 (the “Grant Date”), by and between Quality Systems, Inc., a
California corporation (the “Company”), and Xxxxx Family Capital Partners, LLC
(“Grantee”), is entered into as follows:
WHEREAS, Grantee is an outside director of the Company; and
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: |
1. Grant of Restricted Stock. Subject to the terms and conditions of this Agreement
and the Plan, the Company hereby grants to Grantee 1,000 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.
2. Vesting Schedule. The Restricted Stock shall vest in two equal annual
installments, each on the next two annual meetings of shareholders (and each referred to
herein as a “Vesting Date”) subject to earlier vesting as set forth in Section 3,
below.
3. 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. In the
event of a meeting of shareholders immediately following which a director that previously received
restricted shares under the Program is no longer a member of the Company’s Board, then any unvested
shares held by such director shall immediately vest and become transferrable.
4. Shareholder Rights. Until the Vesting Date, Grantee shall not have the rights of a
shareholder with respect to the Restricted Stock.
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5. Taxes.
(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 ultimately liable
and responsible for all taxes owed by Grantee in connection with the Restricted Stock,
regardless of any action the Company takes with respect to any tax withholding obligations
that arise in connection with the Restricted Stock. The Company makes no representation or
undertaking regarding the treatment of any tax withholding in connection with the grant,
issuance or settlement of the Restricted Stock or the subsequent sale or transfer of any of
the shares of Restricted Stock. The Company does not commit and is under no obligation to
structure the Restricted Stock award or program to reduce or eliminate Grantee’s tax
liability.
6. Securities Law Compliance. The Company will use its reasonable commercial efforts
to assure that the Restricted Stock is registered under federal securities laws. However, no
Restricted Stock will be issued pursuant to Grantee’s award if such issuance would otherwise
constitute a violation of any applicable federal or state securities laws or regulations or the
requirements of The NASDAQ Global Select Market or any stock exchange or other market on which the
Common Stock is then quoted or listed for trading. The inability of the Company to obtain approval
from any regulatory body deemed necessary by the Company for the lawful issuance of any Restricted
Stock hereunder shall defer the Company’s obligation with respect to the issuance of such
Restricted Stock until such approval has been obtained. Grantee understands Grantee’s
responsibilities to report the grant and future disposition of the Restricted Stock under the
applicable provisions of the Securities Exchange Act of 1934, as amended.
7. Miscellaneous.
(a) The grant of Restricted Stock or another award to Grantee under the Plan in any one
year, or at any time, does not obligate the Company to make a grant in any future year or in
any given amount and should not create an expectation that the Company might make a grant in
any future year or in any given amount.
(b) The Company shall not be required (i) to transfer on its books any shares of
Restricted Stock that have been sold or transferred in violation of any of the provisions
set forth in this Agreement or in the Plan, or (ii) to treat as owner of such shares or to
accord the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred.
(c) The parties agree to execute such further instruments and to take such action as
may reasonably be necessary to carry out the intent of this Agreement.
(d) Any notice required or permitted hereunder shall be given in writing and shall be
deemed effectively given upon delivery to Grantee at Grantee’s address then on file with the
Company.
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(e) This Agreement shall not be construed so as to grant Grantee any right to remain as
a director of or consultant to the Company.
(f) The parties agree that neither the Company nor any of its affiliates shall have any
further obligation to Grantee relating to the grant of stock or other equity-based incentive
compensation except as stated herein and under the terms of the Program.
(g) This Agreement and the Plan constitute the entire agreement of the parties with
respect to the subject matter hereof. This Agreement may not be amended except (i) with the
consent of the Committee and the Board; and (ii) by a written instrument duly executed by
the Company and Grantee.
(h) This Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their permitted heirs, personal representatives, successors and assigns. The
terms of this Agreement shall in all respects be subject to the terms of the Plan and the
Program. In the event of a conflict between the terms of this Agreement and the Plan and/or
Program, the terms of the Plan and/or Program (as the case may be) shall control. In the
event of a conflict between the terms of the Plan and the Program, the terms of the Plan
shall control. In accordance with the Plan, Grantee hereby agrees to accept as binding,
conclusive and final all decisions and interpretations of the Committee or the Board of
Directors upon any questions arising under the Plan or this Agreement.
(i) The interpretation, performance and enforcement of this Agreement shall be governed
by the laws of the State of California without resort or reference to the conflicts-of-laws
rules of that or any other state.
(j) This Agreement shall not in any way affect the right of the Company to adjust,
reclassify, reorganize or otherwise make changes in its capital or business structure or to
merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business
or assets.
8. Remaining Terms. The remaining terms and conditions of Grantee’s award are
governed by the Plan, and Grantee’s award is also subject to all interpretations, amendments,
rules, regulations and decisions that may from time to time be adopted under the Plan.
[signature page follows]
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IN WITNESS WHEREOF, the undersigned have executed this Outside Director’s Restricted Stock
Agreement effective as of the date first set above.
COMPANY:
|
QUALITY SYSTEMS, INC., | |
| a California corporation | ||
| By: | ||||
| Xxxx Xxxx, Chief Financial Officer/Secretary | ||||
| Address: | ||
| 00000 Xxx Xxxxxx Xxxxxx, Xxxxx 000 | ||
| Xxxxxx, XX 00000 | ||
| Facsimile #: 000-000-0000 | ||
| Email: xxxxx@xxxx.xxx (Corporate Secretary) |
I, the undersigned Grantee, hereby acknowledge and accept the foregoing terms and conditions
of the Restricted Stock award evidenced hereby. I also acknowledge and agree that the foregoing
sets forth the entire understanding between the Company and me regarding my entitlement to receive
the shares of Restricted Stock subject to such award and supersedes all prior oral and written
agreements on that subject.
GRANTEE:
Address:
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