exhibit10-1.htm


    EXHIBIT
      10.1

    


    ECLIPSYS
      CORPORATION

    2007
      INCENTIVE COMPENSATION PLAN FOR SPECIFIED OFFICERS

    


    Eclipsys
      Corporation (the “Company”), a Delaware corporation, hereby establishes and
      adopts the following 2007 Incentive Compensation Plan (the “Plan”) to provide
      incentive awards that are intended to qualify as “performance-based
      compensation” within the meaning of Section 162(m) of the Internal Revenue
      Code of 1986, as amended.

    


    1.           PURPOSES
      OF THE PLAN

     

    The
      purposes of the Plan are to advance the interests of the Company and its
      stockholders and assist the Company in attracting and retaining executive
      officers of the Company and its Affiliates who, because of the extent of their
      responsibilities can make significant contributions to the Company’s success by
      their ability, industry, loyalty and exceptional services, by providing
      incentives and financial rewards to such executive
      officers.  

     

    2.           DEFINITIONS

     

    2.1.                      “Affiliate”
      shall mean any corporation, partnership or other organization of which
      the
      Company owns or controls, directly or indirectly, not less than 50% of the
      total
      combined voting power of all classes of stock or other equity
      interests.

     

    2.2           “Award”
      shall mean any amount granted to a Participant under the Plan.

     

    2.3           “Board”
      shall mean the board of directors of the Company.

     

    2.4           “Code”
      shall mean the Internal Revenue Code of 1986, as amended from time to time,
      and
      any successor thereto.

     

    2.5           “Committee”
      shall mean the Compensation Committee of the Board or any subcommittee thereof
      formed by the Compensation Committee to act as the Committee hereunder. For
      purposes of satisfying the requirements of Section 162(m) of the Code and the
      regulations thereunder, the Committee is intended to consist solely of “outside
      directors” as such term is defined in Section 162(m) of the Code.

     

    2.6           “Disability”
      means any physical or mental condition of a Participant that in the opinion
      of
      the Committee renders the Participant incapable of continuing to be an employee
      of the Company and its Affiliates.

     

    2.7           “Participant”
      shall mean the Company’s Chief Executive Officer and each other executive
      officer and other employee of the Company selected by the Committee pursuant
      to
      Section 4.1 to participate in this Plan.

     

    2.8           “Performance
      Criteria” shall mean net sales; revenue; revenue growth or product revenue
      growth; operating income (before or after taxes); pre- or after-tax income
      (before or after allocation of corporate overhead and bonus); earnings per
      share; net income (before or after taxes); return on equity; total shareholder
      return; return on assets or net assets; appreciation in and/or maintenance
      of
      the price of the Shares or any other publicly-traded securities of the Company;
      gross profits; earnings (including earnings before taxes, earnings before
      interest and taxes or earnings before interest, taxes, depreciation and
      amortization); economic value-added models or equivalent metrics; comparisons
      with various stock market indices; reductions in costs; cash flow or cash flow
      per share (before or after dividends); return on capital (including return
      on
      total capital or return on invested capital); cash flow return on investment;
      improvement in or attainment of expense levels or working capital levels;
      operating margins, gross margins or cash margin; year-end cash; debt reductions;
      shareholder equity; market share; product bookings; regulatory achievements;
      and
      implementation, completion or attainment of measurable objectives with respect
      to research, development, products or projects, production volume levels,
      acquisitions and divestitures and recruiting and maintaining
      personnel.

     

    2.9           “Performance
      Period” shall mean the Company’s fiscal year or such other period that the
      Committee, in its sole discretion, may establish.

     

    
      	
              3.  

            	
              ELIGIBILITY
                AND ADMINISTRATION

            


    

     

    3.1.  Eligibility.  The
      individuals eligible to participate in the Plan shall be the Company’s Chief
      Executive Officer and any other executive officer of the Company or an Affiliate
      selected by the Committee to participate in the Plan (each, a
“Participant”).

     

    3.2.  Administration.  (a)
      The Plan shall be administered by the Committee.  The Committee shall
      have full power and authority, subject to the provisions of the Plan and subject
      to such orders or resolutions not inconsistent with the provisions of the Plan
      as may from time to time be adopted by the Board, to: (i) select the
      Participants to whom Awards may from time to time be granted hereunder;
      (ii) determine the terms and conditions, not inconsistent with the
      provisions of the Plan, of each Award, and modify Awards; (iii) determine the
      time when Awards will be granted and paid and the Performance Period to which
      they relate; (iv) determine the performance goals for Awards for each
      Participant in respect of each Performance Period based on any of the
      Performance Criteria and certify the calculation of the amount of the Award
      payable to each Participant in respect of each Performance Period;
      (v) determine whether payment of Awards may be deferred by Participants;
      (vi) interpret and administer the Plan and any Award and any instrument or
      agreement entered into in connection with the Plan or any Award; (vii) correct
      any defect, supply any omission or reconcile any inconsistency in the Plan
      or
      any Award in the manner and to the extent that the Committee shall deem
      desirable to carry it into effect; (viii) establish such rules and
      regulations and appoint such agents as it shall deem appropriate for the proper
      administration of the Plan; and (ix) make any other determination and take
      any other action that the Committee deems necessary or desirable for
      administration of the Plan.

     

    (b)           Decisions
      of the Committee shall be final, conclusive and binding on all persons or
      entities, including the Company, any Affiliate, any Participant and any person
      claiming any benefit or right under an Award or under the Plan.

     

    (c)           To
      the extent not inconsistent with applicable law or the rules and regulations
      of
      the NASDAQ Stock Market (or such other principal securities market on which
      the
      Company’s securities are listed or qualified for trading), including the
      applicable provisions of Section 162(m) of the Code, the Committee may delegate
      to one or more officers of the Company or a committee of officers the authority
      to take actions on its behalf pursuant to the Plan.

     

    4.           AWARDS

     

    4.1.  Performance
      Period; Performance Goals.  Not later than the earlier of (i) 90
      days after the commencement of each fiscal year of the Company and (ii) the
      expiration of 25% of the Performance Period, the Committee shall, in writing,
      designate one or more Performance Periods, determine the Participants for such
      Performance Periods and determine the performance goals for determining the
      Award for each Participant for such Performance Period(s) based on attainment
      of
      specified levels of one or any combination of the Performance
      Criteria.  Such performance goals may be based solely by reference to
      the Company’s performance or the performance of an Affiliate, division, business
      segment or business unit of the Company, or based upon the relative performance
      of other companies or upon comparisons of any of the indicators of performance
      relative to other companies.  The performance goals may have such
      definitions as the Committee may reasonably specify, and the Committee may
      also
      exclude charges related to an event or occurrence or circumstance that the
      Committee determines should appropriately be excluded, including (a)
      restructurings, productivity initiatives, discontinued operations or
      divestitures, extraordinary items, and other unusual or non-recurring charges,
      (b) an event either not directly related to the operations of the Company or
      not
      within the reasonable control of the Company’s management, (c) the cumulative
      effects of tax or accounting changes in accordance with generally accepted
      accounting principles, or (d) implementation of FASB 123(R), the effect of
      acquisitions, financing activities, litigation and settlements, stock splits
      or
      repurchases, and other transactions not in the ordinary course of business
      consistent with recent practice.  Such performance goals shall
      otherwise comply with the requirements of, Section 162(m) of the Code, and
      the regulations thereunder.

     

    4.2.  Certification.  At
      such time as it shall determine appropriate following the conclusion of each
      Performance Period, the Committee shall certify, in writing, the amount of
      the
      Award for each Participant for such Performance Period.

     

    4.3.  Payment
      of Awards.  The amount of the Award actually paid to a
      Participant may, in the sole discretion of the Committee, be less than the
      amount otherwise payable to the Participant based on attainment of the
      performance goals for the Performance Period as determined in accordance with
      Section 4.1.  The actual amount of the Award determined by the
      Committee for a Performance Period shall be paid in cash or, to the extent
      provided in such plan share awards under a shareholder-approved stock plan
      of
      the Company. Payment to each Participant shall be made no later than the
      fifteenth day of the third month following the end of the fiscal year of the
      Company in which the applicable Performance Period ends.

     

    4.4.  Commencement
      or Termination of Employment.  In addition to the requirement
      that a Participant be employed in good standing on the date Awards are generally
      paid in order to receive an Award, if a person becomes a Participant during
      a
      Performance Period (whether through promotion or commencement of employment)
      or
      if a person who otherwise would have been a Participant dies, retires or is
      Disabled, or if the person’s employment is otherwise terminated, during a
      Performance Period (except for cause, as determined by the Committee in its
      sole
      discretion), the Award payable to such a Participant may, in the discretion
      of
      the Committee, be proportionately reduced based on the period of actual
      employment during the applicable Performance Period.

     

    4.5.  Maximum
      Award.  The maximum dollar value of an Award payable to any
      Participant for any 12-month period is $2,000,000.

     

    5.           MISCELLANEOUS

     

    5.1.  Amendment
      and Termination of the Plan.  The Board may, from time to time,
      alter, amend, suspend or terminate the Plan as it shall deem advisable, subject
      to any requirement for stockholder approval imposed by applicable law, including
      Section 162(m) of the Code.  No amendments to, or termination of, the
      Plan shall in any way impair the rights of a Participant under any Award
      previously granted without such Participant’s consent.  If not sooner
      terminated by the Board, the Plan will terminate at the end of the Performance
      Period during which occurs the first stockholder meeting in the fifth year
      following the year in which Stockholders first approve the Plan unless the
      Plan
      as a whole or the Performance Criteria are re-approved by the stockholders
      of
      the Company.

     

    5.2.  Section
      162(m) of the Code.  Unless otherwise determined by the
      Committee, the provisions of this Plan shall be administered and interpreted
      in
      accordance with Section 162(m) of the Code to ensure the deductibility by the
      Company of the payment of Awards.

     

    5.3.  Tax
      Withholding.  The Company or an Affiliate shall have the right to
      make all payments or distributions pursuant to the Plan to a Participant, net
      of
      any applicable federal, state and local taxes required to be paid or
      withheld.  The Company or an Affiliate shall have the right to
      withhold from wages, Awards or other amounts otherwise payable to such
      Participant such withholding taxes as may be required by law, or to otherwise
      require the Participant to pay such withholding taxes.  If the
      Participant shall fail to make such tax payments as are required, the Company
      or
      an Affiliate shall, to the extent permitted by law, have the right to deduct
      any
      such taxes from any payment of any kind otherwise due to such Participant or
      to
      take such other action as may be necessary to satisfy such withholding
      obligations.  

     

    5.4.  Right
      of Discharge Reserved; Claims to Awards.  Nothing in this Plan
      shall provide any Participant a right to receive any Award or payment under
      the
      Plan with respect to a Performance Period.  Nothing in the Plan nor
      the grant of an Award hereunder shall confer upon any Participant the right
      to
      continue in the employment of the Company or an Affiliate or affect any right
      that the Company or an Affiliate may have to terminate the employment of (or
      to
      demote or to exclude from future Awards under the Plan) any such Participant
      at
      any time for any reason.  Except as specifically provided by the
      Committee, the Company shall not be liable for the loss of existing or potential
      profit from an Award granted in the event of the termination of employment
      of
      any Participant.  No Participant shall have any claim to be granted
      any Award under the Plan, and there is no obligation for uniformity of treatment
      of Participants under the Plan.

     

    5.5.  Nature
      of Payments.  All Awards made pursuant to the Plan are in
      consideration of services performed or to be performed for the Company or an
      Affiliate, division or business unit of the Company.  Any income or
      gain realized pursuant to Awards under the Plan constitute a special incentive
      payment to the Participant and shall not be taken into account, to the extent
      permissible under applicable law, as compensation for purposes of any of the
      employee benefit plans of the Company or an Affiliate except as may be
      determined by the Committee or by the Board or board of directors of the
      applicable Affiliate.

     

    5.6.  Other
      Plans.  Nothing contained in the Plan shall prevent the Board
      from adopting other or additional compensation arrangements, subject to
      stockholder approval if such approval is required; and such arrangements may
      be
      either generally applicable or applicable only in specific cases.

     

    5.7.  Severability.  If
      any provision of the Plan shall be held unlawful or otherwise invalid or
      unenforceable in whole or in part by a court of competent jurisdiction, such
      provision shall (a) be deemed limited to the extent that such court of competent
      jurisdiction deems it lawful, valid and/or enforceable and as so limited shall
      remain in full force and effect, and (b) not affect any other provision of
      the Plan or part thereof, each of which shall remain in full force and
      effect.  If the making of any payment or the provision of any other
      benefit required under the Plan shall be held unlawful or otherwise invalid
      or
      unenforceable by a court of competent jurisdiction, such unlawfulness,
      invalidity or unenforceability shall not prevent any other payment or benefit
      from being made or provided under the Plan, and if the making of any payment
      in
      full or the provision of any other benefit required under the Plan in full
      would
      be unlawful or otherwise invalid or unenforceable, then such unlawfulness,
      invalidity or unenforceability shall not prevent such payment or benefit from
      being made or provided in part, to the extent that it would not be unlawful,
      invalid or unenforceable, and the maximum payment or benefit that would not
      be
      unlawful, invalid or unenforceable shall be made or provided under the
      Plan.

     

    5.8.  Construction.  As
      used in the Plan, the words “include” and “including,” and
      variations thereof, shall not be deemed to be terms of limitation, but rather
      shall be deemed to be followed by the words “without
      limitation.”

     

    5.9.  Unfunded
      Status of the Plan.  The Plan is intended to constitute an
“unfunded” plan for incentive compensation and deferred compensation if
      permitted by the Committee.  With respect to any payments not yet made
      to a Participant by the Company, nothing contained herein shall give any such
      Participant any rights that are greater than those of a general creditor of
      the
      Company.  

     

    5.10.  Governing
      Law.  The Plan and all determinations made and actions taken
      thereunder, to the extent not otherwise governed by the Code or the laws of
      the
      United States, shall be governed by the laws of the State of Delaware, without
      reference to principles of conflict of laws that might result in the application
      of the laws of another jurisdiction, and shall be construed
      accordingly.

     

    5.11.  Effective
      Date of Plan.  The Plan shall be effective on the date of the
      approval of the Plan by the holders of the then outstanding securities of the
      Company entitled to vote generally in the election of directors.  The
      Plan shall be null and void and of no effect if the foregoing condition is
      not
      fulfilled.  

     

    5.12.  Captions.  The
      captions in the Plan are for convenience of reference only, and are not intended
      to narrow, limit or affect the substance or interpretation of the provisions
      contained herein.