Amendment to Employment Agreement



  
 Exhibit 10.6

 EXECUTION COPY 
 AMENDMENT TO EMPLOYMENT AGREEMENT 
 JEFFERY A. SURGES 

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of September 10, 2010 (the
“Amendment Date”), by and between Allscripts-Misys Healthcare Solutions, Inc. (“Company”) and Jeffery A. Surges (“Executive”). 
 WHEREAS, Company and Executive entered into an Employment Agreement dated October 10, 2008 (the “Employment Agreement”); and 

WHEREAS, Company and Executive desire to amend certain provisions of the Employment Agreement. 

NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows effective as of the Amendment Date: 
 1. The foregoing recitations shall form a part of this Amendment and are incorporated herein verbatim by reference. Unless otherwise indicated, capitalized terms shall have the same meaning as referenced
in the Employment Agreement. 
 2. Section 3.6 is replaced in its entirety with the following: 

3.6 [Reserved.] 
 3. Section 3.7 is replaced in its entirety with the following: 
 3.7
Payment upon a Change of Control with No Comparable Job. If a Change of Control occurs, and, prior to the Change of Control, Company or representatives of the third party effecting the Change of Control (as applicable) do not offer
Executive a Comparable Job following the Change of Control, then, so long as Executive has remained continuously employed from the Effective Date through the date of the Change of Control, whether or not Executive continues to be employed by Company
or a successor to Company following the Change of Control, then: (i) all unvested equity awards held by Executive shall fully vest upon the Change of Control, and (ii) Company shall pay Executive, within ten (10) days following the
Change of Control, a lump sum equal to two (2) times the sum of Executive’s Base Salary and Target Performance Bonus. The term “Comparable Job” means employment following the Change of Control (x) with substantially
the same duties and responsibilities as were held by Executive prior to the Change of Control (excluding, for this purpose, changes following the Change of Control (I) to Executive’s reporting responsibilities and (II) arising by reason of
Company ceasing to be a public company), (y) at the same location 







 
at which Executive provides services prior to the Change of Control or a location within fifty (50) miles of such location and (z) at the same or increased Base Salary and Target
Performance Bonus levels as were in effect prior to the Change of Control. 
 4. Section 4.5.1(iii) is replaced in its
entirety with the following: 
 (iii) upon the Termination Date (or, for awards subject to the satisfaction of a
performance condition, subject to the satisfaction of such performance condition and upon the satisfaction of such performance condition, and based on the level of performance achieved) a portion of any unvested stock option, restricted stock unit
or other equity award granted to Executive shall vest, which portion shall be the number of shares equal to (a) plus (b) (such sum not to exceed the number of shares that result in the full vesting of any such award) as follows:

 (a) the number of shares that would have vested to Executive per the applicable award as of the
one-year anniversary of the Termination Date had Executive remained continuously employed by Company through such date; plus 
 (b) the number of shares resulting from the following formula: (x) the number of shares of such award that would vest on the normal vesting date of such award, multiplied by (y) a
fraction, the numerator of which is the number of days elapsed since the last regular vesting date of such award (or the grant date, if no portion of such award has yet vested), and the denominator of which is the number of days between the last
regular vesting date (or grant date, as the case may be) and the normal vesting date. 
 5. Section 4.5.2 is replaced in
its entirety with the following: 
 4.5.2 Severance Upon Termination following a Change of Control. If, within the
period beginning on the date of a Change of Control through the second anniversary of the Change of Control, Executive terminates Executive’s employment and the Employment Period pursuant to Section 4.4 or Company terminates
Executive’s employment pursuant to Section 4.3, then Executive shall, subject to Section 4.7, receive the payment and benefits provided in Section 4.5.1; provided, however, that (A) in place of the twelve (12) monthly
payments provided for in Section 4.5.1(i), Executive shall receive a lump sum amount of cash equal to two (2) times the sum of (x) Executive’s Base Salary plus (y) Executive’s Target Performance Bonus, with such lump
sum paid on the sixtieth (60th) day following the Termination Date, such amount reduced by any payment received by Executive 

  
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pursuant to Section 3.7, and (B) in place of the equity vesting provided for in Section 4.5.1(iii), all unvested equity awards held by Executive shall vest upon the Termination
Date. 
 6. Section 6 is replaced in its entirety with the following: 

6. [Reserved.] 
 7. In all other respects, the Employment Agreement is ratified and confirmed and remains in full force and effect. 
 Signature page follows 

  
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 Signature page to
Amendment to the Employment Agreement 
 IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
hereunto executed this Amendment as of the day and year first written above. 
  

			
	 /s/ Jeffery A. Surges

	Jeffery A. Surges
	
	ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC.
	
	 /s/ Diane K. Adams

	By:	 	 Diane K. Adams

	Title:	 	 EVP, Culture and Talent




  
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