Attached files
file | filename |
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EX-10.3 - EX-10.3 - NEXTGEN HEALTHCARE, INC. | a56375exv10w3.htm |
EX-10.2 - EX-10.2 - NEXTGEN HEALTHCARE, INC. | a56375exv10w2.htm |
EX-10.4 - EX-10.4 - NEXTGEN HEALTHCARE, INC. | a56375exv10w4.htm |
EX-99.1 - EX-99.1 - NEXTGEN HEALTHCARE, INC. | a56375exv99w1.htm |
8-K - FORM 8-K - NEXTGEN HEALTHCARE, INC. | a56375e8vk.htm |
Exhibit 10.1
Description of 2011 Compensation Program
Cash Salary Executive Officers
The following cash salary and bonus amounts for the Companys Executive Officers were
recommended by the Compensation Committee and approved by the Independent Directors Compensation
and Personnel Committee. Fiscal year salary and cash bonus amounts are listed below and are
subject to the below Notes section. There are potential cash and equity bonuses that include
performance targets based on core revenue and EPS growth in fiscal 2011:
Name | Increase Date | FY2011 Salary ($) | ||||
Pat Cline
|
April 1, 2010 | 800,000 | ||||
Steve Plochocki
|
August 16, 2009 | 522,500 | ||||
Scott Decker
|
November 24, 2009 | 350,000 | ||||
Paul Holt
|
July 23, 2010 | 310,000 | ||||
Donn Neufeld
|
June 1, 2010 | 280,000 | ||||
Monte Sandler
|
March 16, 2010 | 270,000 |
Potential Cash Bonus Executive Officers
The following is a table of the potential cash bonus that may be paid to the executives
officers based on their obtaining the objectives during fiscal year 2011 contained in the below
criteria.
The portion of the bonuses related to operating results are based on the Companys results for
FY2011.
Revenue and EPS targets do not include any possible FY2011 acquisitions (either revenue or
expense).
The FY2010 acquisition, Opus Healthcare Solutions, should have its entire FY2010 financials
(revenues and expenses for April 1, 2009 March 31, 2010) incorporated into the below
calculations as though the acquisition of Opus was made on April 1, 2009.
Name | Potential Cash Bonus Amount | |
Pat Cline
|
100% of Salary | |
Steve Plochocki
|
50% of Salary | |
Scott Decker
|
50% of Salary | |
Donn Neufeld
|
50% of Salary | |
Paul Holt
|
50% of Salary | |
Monte Sandler
|
30% of Salary |
Potential Cash Bonus Criteria Executive Officers (excluding Pat Cline)
Organic Revenue Growth Criteria allocated 50% of the total possible bonus:
Organic Revenue Growth | % of Criteria Amount | |||
10%
|
20 | |||
15%
|
40 | |||
20%
|
60 | |||
25%
|
80 | |||
30%
|
100 |
Organic EPS Growth Criteria allocated 50% of the total possible bonus:
Organic EPS Growth | % of Criteria Amount | |||
10%
|
20 | |||
15%
|
40 | |||
20%
|
60 | |||
25%
|
80 | |||
30%
|
100 |
The percentage shown in the right hand column is awarded when the stated level is reached as a
step function. Full percentage Revenue and EPS increases must be achieved to reach each bonus
level.
The amount of cash bonus granted will be a percentage based on the same % earned according to
an average of the Revenue and EPS growth criteria above, e.g., for Scott Decker a 25% increase in
Revenue with a 20% growth in EPS would result in an award of (80% + 60%)/2 = 70% of $175,000 (50%
of his $350,000 salary), which would be $122,500 granted for FY 2011.
Potential Cash Bonus Criteria for Pat Cline (1)
Revenue Growth Criteria allocated 50% of the total possible bonus:
Increase in Revenue % | % of Criteria Amount | |||
0 12.5: Guaranteed subject to Notes below
|
33.33 | |||
12.5 25.0
|
33.33 100 |
EPS Growth Criteria allocated 50% of the total possible bonus:
Increase in EPS % | % of Criteria Amount | |||
0 12.5: Guaranteed |
33.33 | |||
12.5 25.0 |
33.33 - 100 |
The bonus compensation will scale proportionately between 12.5% and 25% based on core revenue
and EPS increases. The percentage shown in the right hand column is awarded based on the level
reached, e.g. an 18.75% increase in each of Revenue and EPS would result in 50% of the 66.67%
additional bonus, which would be $266,667 for fiscal 2011.
Potential Equity Awards
In addition to the cash bonus for executives, an equity incentive bonus is established
for fiscal year ending March 31, 2011.
The awards will be made after the 2011 fiscal year-end based in part on the CEOs
recommendation to the compensation committee and counseling with the executive officer in charge of
each of the respective divisions.
Revenue and EPS targets do not include any possible FY2011 acquisitions (either revenue or
expense).
The FY2010 acquisition, Opus Healthcare Solutions, should have its entire FY2010 financials
(revenues and expenses for April 1, 2009 March 31, 2010) incorporated into the below
calculations.
Option exercise prices will be the closing price of the Companys shares on the date of grant.
The options will vest in 5 equal annual installments commencing one year after the date of grant
and have an 8 year expiration.
Individual or Group | Potential Options | |||
Non-Executive Officer Employees Potential Option Pool |
160,000 | * | ||
Pat Cline |
45,000 | |||
Steve Plochocki |
20,000 | |||
Donn Neufeld |
15,000 | |||
Scott Decker |
15,000 | |||
Paul Holt |
10,000 | |||
Monte Sandler |
10,000 | |||
Unspecified |
5,000 |
* | 25,000 options of this pool are for top sales persons. |
Potential Equity Award Criteria Executive Officers (excluding Pat Cline)
Organic Revenue Growth Criteria allocated 50% of the total possible equity bonus:
Organic Revenue Growth | % of Criteria Amount | |||
10%
|
20 | |||
15%
|
40 | |||
20%
|
60 | |||
25%
|
80 | |||
30%
|
100 |
Organic EPS Growth Criteria allocated 50% of the total possible equity bonus:
Organic EPS Growth | % of Criteria Amount | |||
10%
|
20 | |||
15%
|
40 | |||
20%
|
60 | |||
25%
|
80 | |||
30%
|
100 |
The percentage shown in the right hand column is awarded when the stated level is reached as a
step function. Full percentage Revenue and EPS increases must be achieved to reach each bonus
level.
The number of option shares granted will be a percentage based on the same % earned according
to an average of the Revenue and EPS growth criteria above, e.g., for Scott Decker a 25% increase
in Revenue with a 20% growth in EPS would result in an award of (80% + 60%)/2 = 70% of the 15,000
option shares, which would be 10,500 option shares granted for FY 2011.
Potential Equity Award Criteria for Pat Cline (1)
The number of option shares granted will be a percentage based on the same % as the cash
bonus earned according to the EPS growth criteria for Pat Cline above, e.g. an 18.75% increase in
EPS would result in an award of 15,000 option shares or a total of 30,000 option shares granted for
FY2011.
Other Terms and Requirements for all Executive Officers Cash and Equity Bonuses
1. | Must be in good standing as a full time employee of QSI at least 2 weeks beyond the release of the 2011 earnings report. | ||
2. | No compensated outside work without the Boards prior written approval. | ||
3. | Execution of a confidential information / non-compete agreement. | ||
4. | Payment of the bonus is to be recommended by the Compensation Committee for approval by the Board, based on audited financial statements (including options and compensation). The Boards determination will be final. |